Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 06, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CVIA | |
Entity Registrant Name | COVIA HOLDINGS CORPORATION | |
Entity Central Index Key | 0001722287 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-38510 | |
Entity Tax Identification Number | 132656671 | |
Entity Address, Address Line One | 3 Summit Park Drive | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Independence | |
Entity Address, State or Province | Ohio | |
Entity Address, Postal Zip Code | 44131 | |
City Area Code | 800 | |
Local Phone Number | 255-7263 | |
Entity Common Stock Shares Outstanding | 131,514,312 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 444,936 | $ 508,418 | $ 873,182 | $ 878,239 |
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 345,969 | 355,311 | 707,529 | 615,630 |
Operating expenses | ||||
Selling, general and administrative expenses | 38,644 | 31,377 | 80,604 | 56,601 |
Depreciation, depletion and amortization expense | 59,204 | 36,744 | 117,299 | 63,875 |
Asset impairments | 12,300 | 12,300 | ||
Restructuring and other charges | 9,535 | 11,537 | ||
Other operating expense (income), net | 1,670 | 1,150 | (4,722) | 1,663 |
Operating income (loss) from continuing operations | (10,086) | 71,536 | (39,065) | 128,170 |
Interest expense, net | 27,866 | 8,991 | 53,002 | 13,669 |
Other non-operating expense, net | 1,571 | 38,923 | 3,758 | 44,223 |
Income (loss) from continuing operations before provision (benefit) for income taxes | (39,523) | 23,622 | (95,825) | 70,278 |
Provision (benefit) for income taxes | (5,136) | 6,454 | (9,190) | 16,324 |
Net income (loss) from continuing operations | (34,387) | 17,168 | (86,635) | 53,954 |
Less: Net income from continuing operations attributable to the non-controlling interest | 7 | 106 | 4 | 106 |
Net income (loss) from continuing operations attributable to Covia Holdings Corporation | (34,394) | 17,062 | (86,639) | 53,848 |
Income from discontinued operations, net of tax | 3,830 | 12,587 | ||
Net income (loss) attributable to Covia Holdings Corporation | $ (34,394) | $ 20,892 | $ (86,639) | $ 66,435 |
Continuing operations earnings (loss) per share | ||||
Basic | $ (0.26) | $ 0.14 | $ (0.66) | $ 0.44 |
Diluted | (0.26) | 0.14 | (0.66) | 0.44 |
Earnings (loss) per share | ||||
Basic | (0.26) | 0.17 | (0.66) | 0.55 |
Diluted | $ (0.26) | $ 0.17 | $ (0.66) | $ 0.54 |
Weighted average number of shares outstanding | ||||
Basic | 131,458 | 123,460 | 131,373 | 121,552 |
Diluted | 131,458 | 124,166 | 131,373 | 122,258 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) from continuing operations | $ (34,387) | $ 17,168 | $ (86,635) | $ 53,954 |
Income from discontinued operations, net of tax | 3,830 | 12,587 | ||
Net income (loss) before other comprehensive income (loss) | (34,387) | 20,998 | (86,635) | 66,541 |
Other comprehensive income (loss), before tax | ||||
Foreign currency translation adjustments | 906 | (8,509) | 3,207 | 334 |
Employee benefit obligations | 115 | 6,757 | 5,017 | 8,321 |
Amortization and change in fair value of derivative instruments | (9,431) | (17,272) | ||
Total other comprehensive income (loss), before tax | (8,410) | (1,752) | (9,048) | 8,655 |
Provision (benefit) for income taxes related to items of other comprehensive income | (3,465) | 1,673 | (3,986) | 2,143 |
Comprehensive income (loss), net of tax | (39,332) | 17,573 | (91,697) | 73,053 |
Comprehensive income attributable to the non-controlling interest | 7 | 106 | 4 | 106 |
Comprehensive income (loss) attributable to Covia Holdings Corporation | $ (39,339) | $ 17,467 | $ (91,701) | $ 72,947 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 112,143 | $ 134,130 |
Accounts receivable, net of allowance for doubtful accounts of $3,071 and $4,488 at June 30, 2019 and December 31, 2018, respectively | 284,864 | 267,268 |
Inventories, net | 151,801 | 162,970 |
Other receivables | 32,535 | 40,306 |
Prepaid expenses and other current assets | 16,400 | 20,941 |
Assets held for sale | 133,377 | |
Total current assets | 731,120 | 625,615 |
Property, plant and equipment, net | 2,682,819 | 2,834,361 |
Operating right-of-use assets, net | 396,680 | |
Deferred tax assets, net | 7,362 | 8,740 |
Goodwill | 119,822 | 131,655 |
Intangibles, net | 68,212 | 137,113 |
Other non-current assets | 30,799 | 18,633 |
Total assets | 4,036,814 | 3,756,117 |
Current liabilities | ||
Current portion of long-term debt | 15,405 | 15,482 |
Operating lease liabilities, current | 67,720 | |
Accounts payable | 118,199 | 145,070 |
Accrued expenses | 130,025 | 120,424 |
Deferred revenue | 18,361 | 9,737 |
Liabilities held for sale | 23,306 | |
Total current liabilities | 373,016 | 290,713 |
Long-term debt | 1,607,041 | 1,612,887 |
Operating lease liabilities, non-current | 296,678 | |
Employee benefit obligations | 54,209 | 54,789 |
Deferred tax liabilities, net | 249,001 | 267,350 |
Other non-current liabilities | 87,516 | 75,425 |
Total liabilities | 2,667,461 | 2,301,164 |
Commitments and contingent liabilities (Note 18) | ||
Equity | ||
Preferred stock: $0.01 par value, 15,000 authorized shares at June 30, 2019 and December 31, 2018 Shares outstanding: 0 at June 30, 2019 and December 31, 2018 | ||
Common stock: $0.01 par value, 750,000 authorized shares at June 30, 2019 and December 31, 2018 Shares issued: 158,195 at June 30, 2019 and December 31, 2018 Shares outstanding: 131,472 and 131,188 at June 30, 2019 and December 31, 2018, respectively | 1,777 | 1,777 |
Additional paid-in capital | 389,000 | 388,027 |
Retained earnings | 1,561,320 | 1,647,959 |
Accumulated other comprehensive loss | (100,287) | (95,225) |
Total equity attributable to Covia Holdings Corporation before treasury stock | 1,851,810 | 1,942,538 |
Less: Treasury stock at cost Shares in treasury: 26,723 and 27,007 at June 30, 2019 and December 31, 2018, respectively | (483,018) | (488,141) |
Total equity attributable to Covia Holdings Corporation | 1,368,792 | 1,454,397 |
Non-controlling interest | 561 | 556 |
Total equity | 1,369,353 | 1,454,953 |
Total liabilities and equity | $ 4,036,814 | $ 3,756,117 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,071 | $ 4,488 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 158,195,000 | 158,195,000 |
Common stock, shares outstanding | 131,472,000 | 131,188,000 |
Shares in treasury | 26,723,000 | 27,007,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Subtotal [Member] | Non-controlling Interest [Member] |
Beginning balance at Dec. 31, 2017 | $ 1,225,315 | $ 1,777 | $ 43,941 | $ 1,918,457 | $ (128,228) | $ (610,632) | $ 1,225,315 | |
Beginning balance, shares at Dec. 31, 2017 | 119,645 | 38,550 | ||||||
Net income (loss) | 66,541 | 66,435 | 66,435 | $ 106 | ||||
Other comprehensive income (loss) | 6,512 | 6,512 | 6,512 | |||||
Distribution of HPQ Co. to Sibelco | (162,109) | $ (162,109) | (162,109) | |||||
Distribution of HPQ Co. to Sibelco, shares | (15,097) | 15,097 | ||||||
Cash Redemption | (520,377) | $ (520,377) | (520,377) | |||||
Cash Redemption, shares | (18,528) | 18,528 | ||||||
Consideration transferred for share-based awards | 40,414 | 40,414 | 40,414 | |||||
Issuance of Covia common stock to Fairmount Santrol Holdings Inc. stockholders | 1,103,247 | 296,221 | $ 807,026 | 1,103,247 | ||||
Issuance of Covia common stock to Fairmount Santrol Holdings Inc. stockholders. shares | 45,044 | (45,044) | ||||||
Share-based awards exercised or distributed | 2 | 2 | 2 | |||||
Share-based awards exercised or distributed, shares | 56 | (56) | ||||||
Stock compensation expense | 3,193 | 3,193 | 3,193 | |||||
Transactions with non-controlling interest | 453 | 453 | ||||||
Ending balance at Jun. 30, 2018 | 1,763,191 | $ 1,777 | 383,771 | 1,984,892 | (121,716) | $ (486,092) | 1,762,632 | 559 |
Ending balance, shares at Jun. 30, 2018 | 131,120 | 27,075 | ||||||
Beginning balance at Mar. 31, 2018 | 1,280,795 | $ 1,777 | 43,941 | 1,964,000 | (118,291) | $ (610,632) | 1,280,795 | |
Beginning balance, shares at Mar. 31, 2018 | 119,645 | 38,550 | ||||||
Net income (loss) | 20,998 | 20,892 | 20,892 | 106 | ||||
Other comprehensive income (loss) | (3,425) | (3,425) | (3,425) | |||||
Distribution of HPQ Co. to Sibelco | (162,109) | $ (162,109) | (162,109) | |||||
Distribution of HPQ Co. to Sibelco, shares | (15,097) | 15,097 | ||||||
Cash Redemption | (520,377) | $ (520,377) | (520,377) | |||||
Cash Redemption, shares | (18,528) | 18,528 | ||||||
Consideration transferred for share-based awards | 40,414 | 40,414 | 40,414 | |||||
Issuance of Covia common stock to Fairmount Santrol Holdings Inc. stockholders | 1,103,247 | 296,221 | $ 807,026 | 1,103,247 | ||||
Issuance of Covia common stock to Fairmount Santrol Holdings Inc. stockholders. shares | 45,044 | (45,044) | ||||||
Share-based awards exercised or distributed | 2 | 2 | 2 | |||||
Share-based awards exercised or distributed, shares | 56 | (56) | ||||||
Stock compensation expense | 3,193 | 3,193 | 3,193 | |||||
Transactions with non-controlling interest | 453 | 453 | ||||||
Ending balance at Jun. 30, 2018 | 1,763,191 | $ 1,777 | 383,771 | 1,984,892 | (121,716) | $ (486,092) | 1,762,632 | 559 |
Ending balance, shares at Jun. 30, 2018 | 131,120 | 27,075 | ||||||
Beginning balance at Dec. 31, 2018 | 1,454,953 | $ 1,777 | 388,027 | 1,647,959 | (95,225) | $ (488,141) | 1,454,397 | 556 |
Beginning balance, shares at Dec. 31, 2018 | 131,188 | 27,007 | ||||||
Net income (loss) | (86,635) | (86,639) | (86,639) | 4 | ||||
Other comprehensive income (loss) | (5,062) | (5,062) | (5,062) | |||||
Share-based awards exercised or distributed | 14 | (5,109) | $ 5,123 | 14 | ||||
Share-based awards exercised or distributed, shares | 284 | (284) | ||||||
Stock compensation expense | 6,082 | 6,082 | 6,082 | |||||
Transactions with non-controlling interest | 1 | 1 | ||||||
Ending balance at Jun. 30, 2019 | 1,369,353 | $ 1,777 | 389,000 | 1,561,320 | (100,287) | $ (483,018) | 1,368,792 | 561 |
Ending balance, shares at Jun. 30, 2019 | 131,472 | 26,723 | ||||||
Beginning balance at Mar. 31, 2019 | 1,405,332 | $ 1,777 | 386,585 | 1,595,714 | (95,342) | $ (483,956) | 1,404,778 | 554 |
Beginning balance, shares at Mar. 31, 2019 | 131,420 | 26,775 | ||||||
Net income (loss) | (34,387) | (34,394) | (34,394) | 7 | ||||
Other comprehensive income (loss) | (4,945) | (4,945) | (4,945) | |||||
Share-based awards exercised or distributed | 38 | (900) | $ 938 | 38 | ||||
Share-based awards exercised or distributed, shares | 52 | (52) | ||||||
Stock compensation expense | 3,315 | 3,315 | 3,315 | |||||
Ending balance at Jun. 30, 2019 | $ 1,369,353 | $ 1,777 | $ 389,000 | $ 1,561,320 | $ (100,287) | $ (483,018) | $ 1,368,792 | $ 561 |
Ending balance, shares at Jun. 30, 2019 | 131,472 | 26,723 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Net income (loss) attributable to Covia Holdings Corporation | $ (86,639) | $ 66,435 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion, and amortization | 117,299 | 68,396 |
Amortization of deferred financing costs | 2,977 | |
Prepayment penalties on Senior Notes | 2,213 | |
Asset impairments | 12,300 | |
(Gain) loss on disposal of fixed assets | 1,959 | (81) |
Change in fair value of interest rate swaps, net | (1,581) | |
Deferred income tax provision (benefit) | (13,035) | 1,564 |
Stock compensation expense | 6,082 | 3,193 |
Net income from non-controlling interest | 4 | 106 |
Other, net | 6,122 | 4,653 |
Change in operating assets and liabilities, net of business combination effect: | ||
Accounts receivable | (24,701) | (44,469) |
Inventories | 6,320 | 1,210 |
Prepaid expenses and other assets | 4,718 | (146) |
Accounts payable | (2,260) | 3,362 |
Accrued expenses | 32,580 | (31,572) |
Net cash provided by operating activities | 51,426 | 85,583 |
Cash flows from investing activities | ||
Capital expenditures | (59,469) | (115,709) |
Cash of HPQ Co. distributed to Sibelco prior to Merger | (31,000) | |
Payments to Fairmount Santrol Holdings Inc. shareholders, net of cash acquired | (64,697) | |
Capitalized interest | (3,283) | |
Proceeds from sale of fixed assets | 130 | 222 |
Net cash used in investing activities | (62,622) | (211,184) |
Cash flows from financing activities | ||
Proceeds from borrowings on Term Loan | 1,650,000 | |
Payments on Term Loan | (8,250) | |
Prepayment on Senior Notes | (100,000) | |
Fees for Term Loan and Senior Notes prepayment | (36,733) | |
Payments on other long-term debt | (76) | (23,237) |
Payments on finance lease liabilities | (2,237) | (2,143) |
Fees for Revolver | (4,500) | |
Cash Redemption payment to Sibelco | (520,377) | |
Proceeds from share-based awards exercised or distributed | 14 | 2 |
Tax payments for withholdings on share-based awards exercised or distributed | (486) | (1) |
Net cash used in financing activities | (11,035) | (47,256) |
Effect of foreign currency exchange rate changes | 244 | 1,168 |
Decrease in cash and cash equivalents | (21,987) | (171,689) |
Cash and cash equivalents [including cash of Discontinued Operations (Note 3)]: | ||
Beginning of period | 134,130 | 308,059 |
End of period | 112,143 | 136,370 |
Supplemental disclosure of cash flow information: | ||
Interest paid, net of capitalized interest | (24,860) | (8,848) |
Income taxes paid | (8,429) | (8,168) |
Non-cash investing activities: | ||
Decrease in accounts payable and accrued expenses for additions to property, plant, and equipment and capitalized interest | (31,200) | (593) |
Right-of-use assets obtained in exchange for lease liabilities | $ 415,878 | |
Unimin [Member] | ||
Cash flows from financing activities | ||
Prepayment on term loans | (314,642) | |
Fairmount Santrol Holdings Inc [Member] | ||
Cash flows from financing activities | ||
Prepayment on term loans | $ (695,625) |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Business and Summary of Significant Accounting Policies | 1. Business and Summary of Significant Accounting Policies Nature of Operations Covia Holdings Corporation, including its consolidated subsidiaries (collectively, “we,” “us,” “our,” “Covia,” and “Company”), is a leading provider of diversified mineral-based and material solutions for the Industrial and Energy markets. We provide a wide range of specialized silica sand, nepheline syenite, feldspar, calcium carbonate, clay, kaolin, lime, and lime products for use in the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation, and oil and gas markets in North America and around the world. Our Industrial segment provides raw, value-added and custom-blended products to the glass, ceramics, metals, coatings, polymers, construction, foundry, filtration, sports and recreation and various other industries, primarily in North America. Our Energy segment offers the oil and gas industry a comprehensive portfolio of raw frac sand, value-added-proppants, well-cementing additives, gravel-packing media and drilling mud additives that meet or exceed standards promulgated by the American Petroleum Institute (“API”). Our products serve hydraulic fracturing operations in the U.S., Canada, Argentina, Mexico, China, and northern Europe. Merger of Unimin Corporation and Fairmount Santrol Holdings Inc. On June 1, 2018 (“Merger Date”), Unimin Corporation (“Unimin”) completed a business combination (“Merger”) whereby Fairmount Santrol Holdings Inc. (“Fairmount Santrol”) merged into a wholly-owned subsidiary of Unimin and ceased to exist as a separate corporate entity. Immediately following the consummation of the Merger, Unimin changed its name to Covia Holdings Corporation and began operating under that name. The common stock of Fairmount Santrol was delisted from the New York Stock Exchange (“NYSE”) prior to the market opening on June 1, 2018, and Covia commenced trading under the ticker symbol “CVIA” on that date. Upon the consummation of the Merger, the former stockholders of Fairmount Santrol (including holders of certain Fairmount Santrol equity awards) received, in the aggregate, $170.0 million in cash consideration and approximately 35% of the common stock of Covia. Approximately 65% of the outstanding shares of Covia common stock is owned by SCR-Sibelco NV (“Sibelco”), previously the parent company of Unimin. See Note 2 for further discussion of the Merger. In connection with the Merger, we redeemed approximately 18.5 million shares of Unimin common stock from Sibelco in exchange for an amount in cash equal to approximately (i) $660.0 million plus interest accruing at 5.0% per annum for the period from September 30, 2017 through June 1, 2018 less (ii) $170.0 million in cash paid to Fairmount Santrol stockholders. In connection with the Merger, we also completed a debt refinancing transaction, with Barclays Bank PLC as administrative agent, by entering into a $1.65 billion senior secured term loan (“Term Loan”) and a $200.0 million revolving credit facility (“Revolver”). The proceeds of the Term Loan were used to repay the indebtedness of Unimin and Fairmount Santrol and to pay the cash portion of the Merger consideration and expenses related to the Merger. See Note 8 for further discussion of the refinancing transaction and terms of such indebtedness. As a condition to the Merger, Unimin contributed certain of its assets comprising its Electronics segment, including $31.0 million of cash, to Sibelco North America, Inc. (“HPQ Co.”), a newly-formed wholly-owned subsidiary of Unimin, in exchange for all of the stock of HPQ Co. and the assumption by HPQ Co. of certain liabilities. Unimin distributed all of the stock of HPQ Co. to Sibelco in exchange for 0.17 million shares (or 15.1 million shares subsequent to the stock split) of Unimin common stock held by Sibelco. See Note 3 for a discussion of HPQ Co., which is presented as discontinued operations in these condensed consolidated financial statements. Costs and expenses incurred related to the Merger are recorded in Other non-operating expense, net in the accompanying Consolidated Statements of Income and include legal, accounting, valuation and financial advisory services, integration and other costs totaling $0.2 million and $38.9 million for the three months ended June 30, 2019 and 2018, respectively, and $0.9 million and $44.2 million for the six months ended June 30, 2019 and 2018, respectively. Unimin was determined to be the acquirer in the Merger for accounting purposes, and the historical financial statements and certain historical amounts included in the Notes to the Condensed Consolidated Financial Statements relate to Unimin. The Condensed Consolidated Balance Sheets at December 31, 2018 and forward reflect Covia results. The presentation of information for periods prior to the Merger Date are not fully comparable to the presentation of information for periods presented after the Merger Date because the results of operations for Fairmount Santrol are not included in such information prior to the Merger Date. Reclassifications Certain reclassifications of prior period presentations have been made to conform to the current period presentation, including assets and liabilities held for sale and deferred revenue. Basis of Presentation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal, recurring nature) and disclosures necessary for a fair statement of the financial position, results of operations, comprehensive income, and cash flows of the reported interim periods. The Condensed Consolidated Balance Sheet as of December 31, 2018 was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for the full year or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto and for each of the three years in the period ended December 31, 2018, which are included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2019 (“Form 10-K”), and information included elsewhere in this Quarterly Report on Form 10-Q (“Report”). On June 1, 2018, we effected an 89:1 stock split with respect to our shares of common stock. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to: business combination purchase price allocation, and the useful life of definite-lived intangible assets; asset retirement obligations; estimates of allowance for doubtful accounts; estimates of fair value for reporting units and asset impairments (including impairments of goodwill and other long-lived assets); adjustments of inventories to net realizable value; post-employment, post-retirement and other employee benefit liabilities; valuation allowances for deferred tax assets; and reserves for contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the use of valuation experts. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements Leases On January 1, 2019 we adopted ASC Topic 842 – Leases We lease railcars, machinery, equipment, land, buildings and office space under operating lease arrangements. Certain mobile equipment leasing arrangements, subject to purchase options are leased under finance lease arrangements. We account for leases in accordance with Topic 842 and have recorded right-of-use assets and lease liabilities at the date of adoption. The right-of-use assets represent our right to use underlying assets for the lease term and the lease liabilities represent our obligation to make lease payments under the leases. We elected to transition to Topic 842 using the modified retrospective method to apply the standard on its effective date, January 1, 2019. Prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under previous lease guidance, ASC Topic 840 – Leases. We determine if an arrangement is or contains a lease at contract inception and exercise judgement and apply certain assumptions when determining the discount rate, lease term and lease payments: • Topic 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, we do not have knowledge of the rate implicit in the lease and, therefore, in most cases we use the incremental borrowing rate for a lease. • The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that we are reasonably certain to exercise, or an option to extend that is controlled by the lessor. • Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of an option to purchase the underlying asset if we are reasonably certain to exercise the option. All right-of-use assets are periodically reviewed for impairment losses and no impairment of the right-of-use assets has been recorded in the six months ended June 30, 2019. We monitor events and modifications of existing lease agreements that would require reassessment of the lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right-of-use asset. Upon adoption, we elected to use the package of practical expedients permitted under the transition guidance. We did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. For lease agreements that include lease and non-lease components, we elected to use the practical expedient to combine lease and non-lease components for all classes of assets and to not record leases with a term of twelve months or less on the balance sheet. Short-term lease payments associated with a lease are recorded on a straight-line basis over the lease term. Certain of our lease agreements include rental payments based on a percentage of usage and others include rental payments adjusted periodically based on an index, such as the Consumer Price Index. These payments are recorded as variable costs under operating leases. The impact of the adoption of Topic 842 on the accompanying Condensed Consolidated Balance Sheets resulted in recording additional right-of-use assets and lease liabilities of approximately $442.1 million and $406.8 million, respectively, at January 1, 2019. The right-of-use assets at the date of adoption included approximately $35.8 million of lease intangible assets related to favorable market terms of certain railcar leases acquired in the Merger. See Note 17 for further detail. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326) In August 2018, the FASB issued ASU No. 2018-13 – Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-14 – Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). The amendments in ASU 2018-14 remove various disclosures that no longer are considered cost-beneficial, namely amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost over the next fiscal year. Further, ASU 2018-14 requires disclosure or clarification of the reasons for significant gains or losses related to changes in the benefit obligation for the period, as well as projected and accumulated benefit obligations in excess of plan assets. ASU 2018-14 is effective for fiscal years ending after December 15, 2020 and should be applied on a retrospective basis, with early adoption permitted. We are in the process of evaluating the impact of this new guidance on our condensed consolidated financial statements and disclosures. In August 2018, the FASB issued ASU No. 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In November 2018, the FASB issued ASU No. 2018-18 – Collaborative Arrangements (Topic 808) — Clarifying the Interaction between Topic 808 and Topic 606 |
Merger and Purchase Price Accou
Merger and Purchase Price Accounting | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Merger and Purchase Price Accounting | 2. Merger and Purchase Price Accounting The Merger Date fair value of consideration transferred was $1.3 billion, which consisted of share-based awards, cash and Covia common stock. The following table presents the purchase price accounting of the acquired assets and liabilities assumed as of the Merger Date including measurement period adjustments: June 1, 2018 (in thousands) Cash and cash equivalents $ 105,303 Inventories, net 108,005 Accounts receivable 159,373 Property, plant, and equipment, net 1,649,876 Intangible assets, net 136,222 Prepaid expenses and other assets 9,563 Other non-current assets 4,182 Total identifiable assets acquired 2,172,524 Debt 748,722 Other current liabilities 160,117 Deferred tax liability 199,627 Other long-term liabilities 45,169 Total liabilities assumed 1,153,635 Net identifiable assets acquired 1,018,889 Non-controlling interest 453 Goodwill 295,224 Total consideration transferred $ 1,313,660 The fair values were based on management’s analysis, including work performed by third-party valuation specialists. A number of significant assumptions and estimates were involved in the application of valuation methods, including sales volumes and prices, royalty rates, production costs, tax rates, capital spending, discount rates, and working capital changes. Cash flow forecasts were generally based on Fairmount Santrol’s pre-Merger forecasts. Valuation methodologies used for the identifiable assets acquired and liabilities assumed utilize d Level 1, Level 2, and Level 3 inputs including quoted prices in active markets and discounted cash flows using current interest rates. The value of the acquired raw material inventory was valued using the cost approach. The fair value of work-in progress inventory and finish goods inventory is a function of the estimated selling price less the sum of any cost to complete, costs of disposal and a reasonable profit. We estimated the value of the acquired property, plant, and equipment using a combination of the market approach, cost approach and income approach. The carrying value of the debt approximated the fair value of the debt at the Merger Date. Accounts receivable, other current liabilities, non-current assets and other long-term liabilities, excluding asset retirement obligations and contingent consideration included in other long-term liabilities, were valued at the existing carrying values as they represented the estimated fair value of those items at the Merger Date based on management’s judgment and estimates. Asset retirement obligations assumed and the related assets acquired were adjusted to reflect revised estimates of the future cost of dismantling, restoring, and reclaiming of certain sites. The contingent consideration arrangement in the form of earn-out payments, is related to the purchase of certain coating technology. The fair value of the earn-out was determined using a scenario-based method due to the linear nature of the consideration payments. The fair value of the acquired intangible assets and the related estimated useful lives at the Merger Date were the following: Approximate Fair Value Estimated (in thousands) Useful Life Customer relationships $ 73,000 6 years Railcar leasehold interests 40,914 1-15 years Trade name 17,000 1 year Technology 5,000 12 years Other 308 95 years Total approximate fair value $ 136,222 The fair value of the customer relationship intangible assets were determined using the With and Without Method which is an income approach and considers the time needed to rebuild the customer base. The fair value of the railcar leasehold interest was determined using the discounted cash flow method. The fair value of the trade name and technology intangible assets was determined using the Relief from Royalty Method, which is based on a search of comparable third party licensing agreements and internal discussions regarding the significance of the trade names and technology and the profitability of the associated revenue streams. Goodwill of $78.1 million and $217.1 million allocated to the Industrial and Energy reporting units, respectively, is attributable to the earnings potential of Fairmount Santrol’s product and plant portfolio, anticipated synergies, the assembled workforce of Fairmount Santrol, and other benefits that we believe will result from the Merger. During the third quarter of 2018 it was determined that the goodwill allocated to the Energy reporting unit was impaired and was written off in its entirety. Refer to Note 22 for additional information. None of the goodwill is deductible for income tax purposes. We assumed the outstanding stock-based equity awards, (the “Award(s)”) of Fairmount Santrol at the Merger Date. Each outstanding Award of Fairmount Santrol was converted to a Covia award with similar terms and conditions at the exchange ratio of 5:1. We recorded $40.4 million of Merger consideration for the value of Awards earned prior to the Merger Date. The remaining value represents post-Merger compensation expense of $10.4 million, which will be recognized over the remaining vesting period of the Awards. In addition, at June 1, 2018, we recorded $2.4 million of expense for Awards whose vesting was accelerated upon the change in control and certain other terms pursuant to the Merger agreement and, therefore, considered a Merger-related expense and recorded in other non-operating expense, net in the accompanying Condensed Consolidated Statements of Income (Loss). Refer to Note 13 for additional information. Pro Forma Condensed Combined Financial Information (Unaudited) The following unaudited pro forma condensed combined financial information presents our combined results as if the Merger had occurred on January 1, 2017. The unaudited pro forma financial information was prepared to give effect to events that are (i) directly attributable to the Merger; (ii) factually supportable; and (iii) expected to have a continuing impact on our results. All intercompany transactions during the periods presented have been eliminated in consolidation. These pro forma results include adjustments for interest expense that would have been incurred to finance the transaction and reflect purchase accounting adjustments for additional depreciation, depletion and amortization on acquired property, plant and equipment and intangible assets. The pro forma results exclude Merger-related transaction costs and expenses that were incurred in conjunction with the Merger in the three and six months ended June 30, 2018. Three Months Ended June 30, Six Months Ended June 30, 2018 2018 (in thousands, except per share data) Revenues $ 712,412 $ 1,355,571 Net income 61,455 137,320 Earnings per share – basic $ 0.50 $ 1.13 Earnings per share – diluted $ 0.49 $ 1.12 The unaudited pro-forma condensed combined financial information is presented for informational purposes only and is not intended to represent or to be indicative of the combined results of operations or financial position that would have been reported had the Merger been completed as of the date and for the period presented, and should not be taken as representative of our consolidated results of operations or financial condition following the Merger. In addition, the unaudited pro-forma condensed combined financial information is not intended to project the future financial position or results of operations of Covia. |
Discontinued Operations - Dispo
Discontinued Operations - Disposition of Unimin's Electronics Segment | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations - Disposition of Unimin's Electronics Segment | 3. Discontinued Operations – Disposition of Unimin’s Electronics Segment The disposition of HPQ Co. qualified as discontinued operations, as it represented a significant strategic shift of our operations and financial results and the cash flows of HPQ Co. could be distinguished, operationally and for financial reporting purposes, from the rest of Covia. The statements of operations of the HPQ Co. business have been presented as discontinued operations in the condensed consolidated financial statements for periods prior to the Merger. Discontinued operations include the results of HPQ Co., except for certain allocated corporate overhead costs and certain costs associated with transition services provided by us to HPQ Co. These previously allocated costs remain part of continuing operations. The operating results of our discontinued operations in the three and six months ended June 30, 2018 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2018 (in thousands) Major line items constituting income from discontinued operations Revenues $ 29,229 $ 74,015 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) 18,196 46,442 Selling, general and administrative expenses 4,762 8,762 Depreciation, depletion and amortization expense 1,794 4,072 Other operating income (29 ) (69 ) Income from discontinued operations before provision for income taxes 4,506 14,808 Provision for income taxes 676 2,221 Income from discontinued operations, net of tax $ 3,830 $ 12,587 The significant operating and investing cash and noncash items of the discontinued operations included in the Condensed Consolidated Stateme nts of Cash Flows for the six months ended June 30 , 2018 were as follows: Six Months Ended June 30, 2018 (in thousands) Depreciation, depletion and amortization expense $ 4,072 Capital expenditures $ 3,549 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 4 . Stockholders’ Equity Prior to the consummation of the Merger, Unimin redeemed 0.17 million shares (or 15.1 million shares subsequent to the stock split) of common stock from Sibelco in connection with the disposition of HPQ Co. Additionally, Unimin redeemed 0.2 million shares (or 18.5 million shares subsequent to the stock split) of common stock from Sibelco in exchange for a payment of $520.4 million to Sibelco (the “Cash Redemption”). The Cash Redemption was financed with the proceeds of the Term Loan (see Note 8) and cash on hand. On June 1, 2018, we effected an 89:1 stock split with respect to our shares of common stock and, in connection therewith, amended and restated our certificate of incorporation to increase our authorized capital stock to 750.0 million shares of common stock and 15.0 million shares of preferred stock and decreased our par value per share from $1.00 to $0.01. As a result of the Merger, Fairmount Santrol stockholders received 45.0 million shares of Covia common stock, which were issued out of Covia treasury stock. |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 5 . Inventories, net At June 30, 2019 and December 31, 2018, inventories consisted of the following: June 30, 2019 December 31, 2018 (in thousands) Raw materials $ 31,059 $ 30,410 Work-in-process 13,625 19,886 Finished goods 68,916 73,628 Spare parts 38,201 39,046 Inventories, net $ 151,801 $ 162,970 As a result of the Merger, we recorded approximately $38.4 million of fair value adjustments in inventory, which included approximately $7.6 million of spare parts. Of this amount, approximately $0.2 million and $19.2 million was recorded in cost of goods sold, based on inventory turnover, during the three months ended June 30, 2019 and 2018, respectively, and $1.1 million and $19.2 million was recorded in cost of goods sold during the six months ended June 30, 2019 and 2018, respectively. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 6 Months Ended |
Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment, net | 6 . Property, Plant, and Equipment, net At June 30, 2019 and December 31, 2018, property, plant, and equipment consisted of the following: June 30, 2019 December 31, 2018 (in thousands) Land and improvements $ 226,428 $ 224,894 Mineral rights properties 1,332,026 1,323,090 Machinery and equipment 1,537,623 1,607,116 Buildings and improvements 537,151 544,117 Railroad equipment 72,841 155,998 Furniture, fixtures, and other 4,692 5,260 Assets under construction 194,489 184,360 3,905,250 4,044,835 Accumulated depletion and depreciation (1,222,431 ) (1,210,474 ) Property, plant, and equipment, net $ 2,682,819 $ 2,834,361 Finance right-of-use assets are included within machinery and equipment. Property, plant, and equipment of $90.3 million is included in assets held for sale at June 30, 2019. We are required to evaluate the recoverability of the carrying amount of our long-lived asset groups whenever events or changes in circumstances indicate that the carrying amount of the asset groups may not be recoverable. We performed an analysis of impairment indicators of the asset groups and, based on adverse business conditions and the decline in our share price, we determined that the asset groups be tested for recoverability. The undiscounted cash flows to be generated from the use and eventual disposition of the asset groups were compared to the carrying values of the asset groups and it was determined the carrying values of our asset groups were recoverable at June 30, 2019. In June 2018, we wrote down $12.3 million of assets under construction related to a facility expansion that was terminated. The write-down reflects the cost of assets that could not be used or transferred to other facilities. This amount is included in Asset impairments on the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018. |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | 7 . Assets and Liabilities Held for Sale We classify assets and liabilities as held for sale when all the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year; and (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value. At June 30, 2019 the following were classified as held for sale: Calera Lime Processing Facility On July 3, 2019, we entered into a definitive purchase agreement with Mississippi Lime Company to sell the Calera, Alabama lime processing facility (“Calera”) for $135.0 million in cash, subject to certain adjustments set forth in the purchase agreement. Calera is a non-core asset included within our Industrial segment. The transaction closed on August 1, 2019, and resulted in a net gain on sale. The sale does not represent a strategic shift that will have a major effect on operations or financial results and, therefore, does not qualify for presentation as discontinued operations. Winchester & Western Railroad On July 25, 2019, we entered into a definitive purchase agreement with an affiliate of OmniTRAX, Inc. to sell the Winchester & Western Railroad (“W&W Railroad”) for $105.0 million in cash, subject to certain adjustments set forth in the purchase agreement. The W&W Railroad is a non-core asset that is included in both our Energy and Industrial segments. The transaction will result in a net gain on sale and is expected to close in the third quarter of 2019. The sale does not represent a strategic shift that will have a major effect on operations or financial results and, therefore, does not qualify for presentation as discontinued operations. Other Non-Current Assets We entered into separate agreements to sell 50 acres of vacant land in Kasota, Minnesota and an office building in New Canaan, Connecticut. The Kasota land sale was completed in July 2019 and the New Canaan office building transaction is expected to close in the third quarter of 2019. The transactions will result in a net gain on sale. The assets and liabilities classified as held for sale at June 30, 2019 are as follows: June 30, 2019 Calera W&W Railroad Other Non-Current Assets Total (in thousands) Assets held for sale Accounts receivable, net $ 5,864 $ 1,637 $ - $ 7,501 Inventories, net 4,808 422 - 5,230 Prepaid expenses and other current assets - 162 - 162 Total current assets 10,672 2,221 - 12,893 Property, plant and equipment, net 23,634 60,766 5,911 90,311 Operating right-of-use assets, net 7 169 - 176 Goodwill 8,623 3,210 - 11,833 Intangibles, net 18,164 - - 18,164 Total assets held for sale $ 61,100 $ 66,366 $ 5,911 $ 133,377 Liabilities held for sale Current portion of long-term debt $ - $ 133 $ - $ 133 Operating lease liabilities, current 1 60 - 61 Accounts payable 4,458 462 - 4,920 Accrued expenses 2,366 114 - 2,480 Total current liabilities 6,825 769 - 7,594 Long-term debt - 1,357 - 1,357 Operating lease liabilities, non-current 7 109 - 116 Other non-current liabilities - 14,239 - 14,239 Total liabilities held for sale $ 6,832 $ 16,474 $ - $ 23,306 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 8 . Long-Term Debt At June 30, 2019 and December 31, 2018, long-term debt consisted of the following: June 30, 2019 December 31, 2018 (in thousands) Term Loan $ 1,633,500 $ 1,641,750 Finance lease liabilities 7,783 6,417 Industrial Revenue Bond 10,000 10,000 Other borrowings 175 1,809 Term Loan deferred financing costs, net (29,012 ) (31,607 ) 1,622,446 1,628,369 Less: current portion (15,405 ) (15,482 ) Long-term debt including finance leases $ 1,607,041 $ 1,612,887 Term Loan On the Merger Date, we entered into the $1.65 billion Term Loan to repay the outstanding debt of each of Fairmount Santrol and Unimin and to pay the cash portion of the Merger consideration and transaction costs related to the Merger. The Term Loan was issued at par with a maturity date of June 1, 2025. The Term Loan requires quarterly principal payments of $4.1 million and quarterly interest payments beginning September 30, 2018 through March 31, 2025 with the balance payable at the maturity date. Interest accrues at the rate of the three-month LIBOR plus 325 to 400 basis points depending on Total Net Leverage (as hereinafter defined) with a LIBOR floor of 1.0% or the Base Rate (as hereinafter defined). Total Net Leverage is defined as total debt net of up to $150.0 million of non-restricted cash, divided by EBITDA. The Term Loan is secured by a first priority lien in substantially all of our assets. We have the option to prepay the Term Loan without premium or penalty other than customary breakage costs with respect to LIBOR borrowings. There are no financial covenants governing the Term Loan. At June 30, 2019, the Term Loan had an interest rate of 6.3%. Revolver On the Merger Date, we entered into our five-year revolving credit facility (as amended, the “Revolver”) to replace a previous credit facility. The Revolver was subject to a 50 basis point financing fee paid at closing and has a borrowing capacity of up to $200.0 million. The Revolver requires quarterly interest payments at a rate derived from LIBOR plus 300 to 375 basis points depending on the Total Net Leverage or from a Base Rate (selected at our option). The Base Rate is the highest of (i) Barclays’s prime rate, (ii) the U.S. federal funds effective rate plus one half of 1.0%, and (iii) the LIBOR rate for a one month period plus 1.0%. While interest is payable in quarterly installments, any outstanding principal balance is payable on June 1, 2023. In addition to interest charged on the Revolver, we are also obligated to pay certain fees, quarterly in arrears, including letter of credit fees and unused facility fees. The Revolver includes financial covenants, which were amended on March 19, 2019 (“First Amendment”), requiring, among other things, that we maintain a Total Net Leverage ratio of no more than 6.60:1.00 for the fiscal quarters ending March 31, 2019 to December 31, 2019, 5.50:1.00 for the fiscal quarters ending March 31, 2020 to December 31, 2020, 4.50:1.00 for the fiscal quarters ending March 31, 2021 to June 30, 2021, 4.25:1.00 for the fiscal quarters ending to September 30, 2021 to December 31, 2021, and 4.00:1.00 for fiscal quarters ending March 31, 2022 and thereafter. Additionally, the financial covenants are subject to certain covenant reset triggers (“Covenant Reset Triggers”) where, upon the occurrence of any Covenant Reset Trigger, the maximum Total Net Leverage ratio will automatically revert to 3.50:1.00. As of June 30, 2019, we were in compliance with all covenants in accordance with the terms of the Revolver. At June 30, 2019, there was $200.0 million of aggregate capacity on the Revolver with $11.3 million committed to outstanding letters of credit, leaving net availability at $188.7 million. At June 30, 2019, the Revolver had an interest rate of 6.1%. There were no borrowings under the Revolver at June 30, 2019. Other Borrowings Other borrowings at June 30, 2019 and December 31, 2018 was comprised of a promissory note with three unrelated third parties that Unimin entered into on January 17, 2011. Two of these unrelated parties had interest rates of 1.0% and 4.11%, respectively, at both June 30, 2019 and December 31, 2018. The promissory note’s third unrelated party, which is classified as liabilities held for sale at June 30, 2019, does not require any interest payments. See Note 7 for further detail. One of our subsidiaries has a 2.0 million Canadian dollar overdraft facility with the Bank of Montreal. We have guaranteed the obligations of the subsidiary under the facility. As of June 30, 2019 and December 31, 2018, there were no borrowings outstanding under the overdraft facility. The rates of the overdraft facility were 4.95% at June 30, 2019 and December 31, 2018. At June 30, 2019 and December 31, 2018, we had $1.9 million of outstanding letters of credit not backed by a credit facility. Industrial Revenue Bond We hold a $10.0 million Industrial Revenue Bond related to the construction of a mining facility in Wisconsin. The bond bears interest, which is payable monthly at a variable rate. The rate was 1.94% at June 30, 2019. The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10.0 million. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 9 . Accrued Expenses At June 30, 2019 and December 31, 2018, accrued expenses consisted of the following: June 30, 2019 December 31, 2018 (in thousands) Accrued bonus & other benefits $ 18,481 $ 38,445 Accrued Merger related costs - 502 Accrued restructuring and other charges 16,804 15,819 Accrued interest 27,572 1,047 Accrued insurance 5,755 7,026 Accrued property taxes 8,756 9,120 Accrual for capital spending 5,562 19,289 Other accrued expenses 47,095 29,176 Accrued expenses $ 130,025 $ 120,424 |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 10 . Earnings per Share The table below shows the computation of basic and diluted earnings per share for the three and six months ended June 30, 2019 and 2018, respectively: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except per share data) Numerators: Net income (loss) from continuing operations attributable to Covia Holdings Corporation $ (34,394 ) $ 17,062 $ (86,639 ) $ 53,848 Income from discontinued operations, net of tax - 3,830 - 12,587 Net income (loss) attributable to Covia Holdings Corporation $ (34,394 ) $ 20,892 $ (86,639 ) $ 66,435 Denominator: Basic weighted average shares outstanding 131,458 123,460 131,373 121,552 Dilutive effect of employee stock options and RSUs - 706 - 706 Diluted weighted average shares outstanding 131,458 124,166 131,373 122,258 Continuing operations earnings (loss) per share – basic $ (0.26 ) $ 0.14 $ (0.66 ) $ 0.44 Continuing operations earnings (loss) per share – diluted (0.26 ) 0.14 (0.66 ) 0.44 Discontinued operations earnings per share – basic - 0.03 - 0.11 Discontinued operations earnings per share – diluted - 0.03 - 0.10 Earnings (loss) per share – basic (0.26 ) 0.17 (0.66 ) 0.55 Earnings (loss) per share – diluted $ (0.26 ) $ 0.17 $ (0.66 ) $ 0.54 Unimin effected an 89:1 stock split in May 2018. The stock split is reflected in the calculations of basic and diluted weighted average shares outstanding for all periods presented. The calculation of diluted weighted average shares outstanding for the three months ended June 30, 2019 and 2018 excludes 5.2 million and 1.4 million potential shares of common stock, respectively. The calculation of diluted weighted average shares outstanding for the six months ended June 30, 2019 and 2018 excludes 2.9 million and 1.4 million potential shares of common stock, respectively. These potential shares of common stock are excluded from the calculations of diluted weighted average shares outstanding because the effect of including these potential shares of common stock would be antidilutive. The dilutive effect of 0.2 million and 0.3 million shares was omitted from the calculation of diluted weighted average shares outstanding and diluted earnings per share in the three and six months ended June 30, 2019, respectively, because we were in a loss position. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 11 . Derivative Instruments Due to our variable-rate indebtedness, we are exposed to fluctuations in interest rates. We enter into interest rate swap agreements as a means to partially hedge our variable interest rate risk. The derivative instruments are reported at fair value in other non-current liabilities. Changes in the fair value of derivatives are recorded each period in other comprehensive income (loss). For derivatives not designated as hedges, the gain or loss is recognized in current earnings. No components of our hedging instruments were excluded from the assessment of hedge effectiveness. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional value. The gain or loss on the interest rate swap is recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. On June 1, 2018, we entered into two interest rate swap agreements and, on December 20, 2018, we entered into three additional interest rate swap agreements as a means to partially hedge our variable interest rate risk on the Term Loan. An additional interest rate swap held by Fairmount Santrol was assumed in conjunction with the Merger. The following table summarizes our interest rate swap agreements at June 30, 2019 and December 31, 2018: Interest Rate Swap Agreements Maturity Date Rate Notional Value (in thousands) Debt Instrument Hedged Percentage of Term Loan Outstanding June 30, 2019 Designated as cash flow hedge June 1, 2023 2.81% $ 100,000 Term Loan 6% Designated as cash flow hedge June 1, 2025 2.87% 200,000 Term Loan 12% Designated as cash flow hedge September 5, 2019 2.92% 210,000 Term Loan 13% Designated as cash flow hedge June 1, 2024 2.81% 50,000 Term Loan 3% Designated as cash flow hedge June 1, 2025 2.85% 50,000 Term Loan 3% Designated as cash flow hedge June 1, 2025 2.87% 50,000 Term Loan 3% $ 660,000 40% December 31, 2018 Designated as cash flow hedge June 1, 2023 2.81% $ 100,000 Term Loan 6% Designated as cash flow hedge June 1, 2025 2.87% 200,000 Term Loan 12% Designated as cash flow hedge September 5, 2019 2.92% 210,000 Term Loan 13% Not designated as cash flow hedge June 1, 2024 2.81% 50,000 Term Loan 3% Not designated as cash flow hedge June 1, 2025 2.85% 50,000 Term Loan 3% Not designated as cash flow hedge June 1, 2025 2.87% 50,000 Term Loan 3% $ 660,000 40% At the Merger Date, our existing interest rate swaps qualified, but were not designated for hedge accounting until August 1, 2018. The interest rate swaps entered into in December 2018 qualified, but were not designated for hedge accounting until January 2019. Changes in the fair value of the undesignated interest rate swaps were included in interest expense in the related period. Amounts reported in accumulated other comprehensive loss related to interest rate swaps will be reclassified to interest expense as interest payments are made on the Term Loan. We expect $4.2 million to be reclassified from accumulated other comprehensive income into interest expense within the next twelve months. The following table summarizes the fair values and the respective classification in the Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018. The net amount of derivative liabilities can be reconciled to the tabular disclosure of fair value in Note 12: Liabilities June 30, 2019 December 31, 2018 Interest Rate Swap Agreements Balance Sheet Classification (in thousands) Designated as cash flow hedges Other non-current liabilities $ (20,832 ) $ (2,846 ) Designated as cash flow hedges Accrued expenses (227 ) - Not designated as cash flow hedges Other non-current liabilities - (1,271 ) $ (21,059 ) $ (4,117 ) The tables below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) as of June 30, 2019 and 2018: Amount of Loss Recognized in Other Comprehensive Income Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Derivatives in Hedging Relationships (in thousands) Designated as Cash Flow Hedges Interest rate swap agreements $ 9,833 $ - $ 17,864 $ - Amount of Loss Reclassified from Accumulated Other Comprehensive Loss Location of Loss Three Months Ended June 30, Six Months Ended June 30, Derivatives in Recognized on 2019 2018 2019 2018 Hedging Relationships Derivative (in thousands) Designated as Cash Flow Hedges Interest rate swap agreements Interest expense, net $ 401 $ - $ 591 $ - The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Statements of Income (Loss) in the three and six months ended June 30, 2019 and 2018: Location of Loss on Derivative Interest expense, net Interest expense, net Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands) Total Interest Expense presented in the Statements of Income (Loss) in which the effects of cash flow hedges are recorded $ 27,866 $ 8,991 $ 53,002 $ 13,669 Effects of cash flow hedging: Loss on Hedging Relationships Interest rate swap agreements Amount of loss reclassified from accumulated other comprehensive income to earnings $ 401 $ - $ 591 $ - All of our derivative financial instruments are designated as hedging instruments in the six months ended June 30, 2019. The table below presents the effect of our derivative financial instruments that were not designated as hedging instruments in the six months ended June 30, 2018. Derivatives Not Designated Three Months Ended June 30, Six Months Ended June 30, as ASC 815-20 Cash Flow Location of Loss Recognized 2018 2018 Hedging Relationships in Income on Derivative (in thousands) Interest rate swap agreements Interest expense, net $ 1,199 $ 1,199 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements Financial instruments held by us include cash equivalents, accounts receivable, accounts payable, long-term debt (including the current portion thereof) and interest rate swaps. We are also obligated for contingent consideration for certain coating technology that is subject to fair value measurement. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, we utilize certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. Based on the examination of the inputs used in the valuation techniques, we are required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities at fair value will be classified and disclosed in one of the following three categories: Level 1 Quoted market prices in active markets for identical assets or liabilities Level 2 Observable market based inputs or unobservable inputs that are corroborated by market data Level 3 Unobservable inputs that are not corroborated by market data A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying value of cash equivalents, accounts receivable and accounts payable are considered to be representative of their fair values because of their short maturities. The carrying value of our long-term debt (including the current portion thereof) is recognized at amortized cost. The fair value of the Term Loan differs from amortized cost and is valued at prices obtained from a readily-available source for trading non-public debt, which represents quoted prices for identical or similar assets in markets that are not active, and therefore is considered Level 2. See Note 8 for further details on our long-term debt. The following table presents the fair value as of June 30, 2019 and December 31, 2018, respectively, for our long-term debt: Quoted Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Long-Term Debt Fair Value Measurements (in thousands) June 30, 2019 Term Loan $ - $ 1,314,968 $ - $ 1,314,968 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,324,968 $ - $ 1,324,968 December 31, 2018 Term Loan $ - $ 1,182,060 $ - $ 1,182,060 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,192,060 $ - $ 1,192,060 The following table presents the amounts carried at fair value as of June 30, 2019 and December 31, 2018 for our other financial instruments. Quoted Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Recurring Fair Value Measurements (in thousands) June 30, 2019 Interest rate swap agreements liability $ - $ 21,059 $ - $ 21,059 Contingent consideration liability - - 4,500 4,500 $ - $ 21,059 $ 4,500 $ 25,559 December 31, 2018 Interest rate swap agreements liability $ - $ 4,117 $ - $ 4,117 Contingent consideration liability 4,500 4,500 $ - $ 4,117 $ 4,500 $ 8,617 Fair value of interest rate swap agreements is based on the present value of the expected future cash flows, considering the risks involved, and using discount rates appropriate for the maturity date. These are determined using Level 2 inputs. Refer to Note 11 for additional information. The Level 3 liabilities consisted of a liability related to contingent consideration, which is a pre-acquisition contingent arrangement in the form of earnout payments related to the coating technology that we acquired as part of the Merger. The fair value on the Merger Date of the earnout was $9.5 million and determined using the scenario-based method due to the linear nature of the payments. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 3 . Stock-Based Compensation Stock-based compensation includes time-restricted stock units (“RSUs”), performance-restricted stock units (“PSUs”), and nonqualified stock options (“Options” and, together with the RSUs and PSUs, the “Awards”). These Awards are governed by various plans: the FMSA Holdings Inc. Long Term Incentive Compensation Plan (“2006 Plan”), the FMSA Holdings, Inc. Stock Option Plan (“2010 Plan”), the FMSA Holdings Inc. Amended and Restated 2014 Long Term Incentive Plan (“2014 Plan”), and the 2018 Omnibus Plan (“2018 Plan”). Options may be exercised, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires, which is typically ten years from the original grant date. All Options granted under the 2006 Plan and 2010 Plan became fully vested as part of the Merger agreement. PSUs granted under the 2014 Plan were converted to RSUs as part of the Merger agreement. In addition, the Merger agreement provides for the accelerated vesting of all Awards if the holder is terminated without Cause or if the holder terminates employment for Good Reason during the Award Protection Period (as such terms are defined in the related agreements), which is 12 months following the Merger Date. The fair values of the RSUs and Options were estimated at the Merger Date. The fair value of the RSUs was determined to be the opening share price of Covia stock at the Merger Date. The fair value of Options was estimated at the Merger date using the Black Scholes-Merton option pricing model. We did not issue any Awards in the six months ended June 30, 2018. We have not issued any Options subsequent to the Merger Date. All Awards activity during the six months ended June 30, 2019 is as follows: Options Weighted Average Exercise Price, Options RSUs Weighted Average Price at RSU Issue Date PSUs Weighted Average Price at PSU Issue Date (in thousands, except per share data) Outstanding at December 31, 2018 2,503 $ 33.49 746 $ 26.12 - $ - Granted - - 1,738 4.69 1,448 4.74 Exercised or distributed - - (315 ) 27.89 - - Forfeited (7 ) 38.61 (176 ) 7.98 (203 ) 4.74 Expired (11 ) 48.48 - - - - Outstanding at June 30, 2019 2,485 $ 33.41 1,993 $ 8.61 1,245 $ 4.74 We recorded stock compensation expense of $3.3 million and $0.8 million in the three months ended June 30, 2019 and 2018, respectively, and $6.1 million and $0.8 million in the six months ended June 30, 2019 and 2018, respectively. Prior to the Merger, we did not compensate employees with stock-based payments and, accordingly, we did not record any stock compensation expense in the five months ended May 31, 2018. Stock compensation expense is included in selling, general, and administrative expenses on the Condensed Consolidated Statements of Income (Loss) and in additional paid-in capital on the Condensed Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 4 . Income Taxes We compute and apply to ordinary income an estimated annual effective tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. The estimated annual effective tax rate is updated quarterly based on actual results and updated operating forecasts. Ordinary income refers to income from continuing operations before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs as a discrete item of tax. For the three months ended June 30, 2019, we recorded a tax benefit of $5.1 million on a loss before income taxes of $39.5 million resulting in an effective tax rate of 13.0%, compared to tax expense of $6.5 million on income before income taxes of $23.6 million resulting in an effective tax rate of 27.3% for the same period of 2018. The decrease in the effective tax rate is primarily attributable to a valuation allowance set up for interest expense disallowed under IRC Section 163(j) offset by the benefit from depletion. The effective rate differs from the U.S. federal statutory rate primarily due to depletion, the impact of foreign taxes, tax provisions requiring U.S. income inclusion of foreign income, and a valuation allowance set up for interest expense disallowed under IRC Section 163(j). For the six months ended June 30, 2019 , we recorded a tax benefit of $9.2 million on a loss before income taxes of $95.8 million resulting in an effective tax rate of 9.6% , compared to tax expense of $16.3 million on income before income taxes of $70.3 million resulting in an effective tax rate of 23.2% for the same period of 201 8 . The decrease in the effective tax rate is primarily attributable to a valuation allowance set up for interest expense disallowed under IRC Section 163(j) offset by the benefit from depletion. The effective tax rate differs from the U.S. federal statutory rate primarily due to depletion, the impact of foreign taxes, tax provisions requiring U.S. income inclusion of foreign income, and a valuation allowance set up for interest expense disallowed under IRC Section 163(j) . |
Pension and other Post-Employme
Pension and other Post-Employment Benefits | 6 Months Ended |
Jun. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and other Post-Employment Benefits | 1 5 . Pension and Other Post-Employment Benefits We maintain retirement, post-retirement medical and long-term benefit plans in several countries. In the U.S., we sponsor the Unimin Corporation Pension Plan, a defined benefit plan for hourly and salaried employees (“Pension Plan”) and the Unimin Corporation Pension Restoration Plan (a non-qualified supplemental benefit plan) (“Restoration Plan”). The Pension Plan is a funded plan. Minimum funding and maximum tax-deductible contribution limits for the Pension Plan are defined by the Internal Revenue Service. The Restoration Plan is unfunded. Salaried participants had accrued benefits based on service and final average pay. Hourly participants' benefits are based on service and a benefit formula. The Pension Plan was closed to new entrants effective January 1, 2008, and union employee participation in the Pension Plan at the last three unionized locations participating in the Pension Plan was closed to new entrants effective November 1, 2017. The Pension Plan was frozen as of December 31, 2018 for all non-union employees. Until the Restoration Plan was amended to exclude new entrants on August 15, 2017, all salaried participants eligible for the Pension Plan were also eligible for the Restoration Plan. The Restoration Plan was frozen for all participants as of December 31, 2018. An independent trustee has been appointed for the Pension Plan whose responsibilities include custody of plan assets as well as recordkeeping. A pension committee consisting of members of senior management provides oversight through quarterly meetings. In addition, an independent advisor has been engaged to provide advice on the management of the plan assets. The primary risk of the Pension Plan is the volatility of the funded status. Liabilities are exposed to interest rate risk and demographic risk (e.g., mortality, turnover, etc.). Assets are exposed to interest rate risk, market risk, and credit risk. In addition to these retirement plans in the U.S., we offer a retiree medical plan that is exposed to risk of increases in health care costs. The retiree medical plan covers certain salaried employees and certain groups of hourly employees. Effective December 31, 2018, the retiree medical plan was terminated for salaried employees but remains open to certain groups of hourly employees. In Canada, we sponsor three defined benefit retirement plans. Two of the retirement plans are for hourly employees and one is for salaried employees. Salaried employees were eligible to participate in a plan consisting of a defined benefit portion that has been closed to new entrants since January 1, 2008 and a defined contribution portion for employees hired after January 1, 2018. In addition, there are two post-retirement medical plans in Canada. In the case of the Canadian pension plans, minimum funding is required under the provincial Pension Benefits Act (Ontario) and regulations and maximum funding is set in the Federal Income Tax Act of Canada and regulations. The pension plan is administered by Unimin Canada. A pension committee exists to ensure proper administration, management and investment review with respect to the benefits of the pension plan through implementation of governance procedures. The medical plan is administered by an insurance company with Unimin Canada having the ultimate responsibility for all decisions. In Mexico, we sponsor four retirement plans, two of which are seniority premium plans as defined by Mexican labor law. The remaining plans are defined benefit plans with a minimum benefit equal to severance payment by unjustified dismissal according to Mexican labor law. Minimum funding is not required, and maximum funding is defined according to the actuarial cost method registered with the Mexican Tax Authority. Investment decisions are made by an administrative committee of Grupo de Materias Primas pension plans. All plans in Mexico pay lump sums on retirement and pension plans pay benefits through five annual payments conditioned on compliance with non-compete clauses. As part of the Merger, we assumed the two defined benefit pension plans of Fairmount Santrol, the Wedron pension plan and the Troy Grove pension plan. These plans cover union employees at certain facilities and provide benefits based upon years of service or a combination of employee earnings and length of service. Benefits under the Wedron plan were frozen effective December 31, 2012. Benefits under the Troy Grove plan were frozen effective December 31, 2016. The Pension Plan, Restoration Plan, and the pension plans in Canada and Mexico are collectively referred to as the “Unimin Pension Plans.” The Wedron and Troy Grove pension plans are collectively referred to as the “Fairmount Pension Plans.” The Unimin Pension Plans and the Fairmount Pension Plans are collectively referred to as the “Covia Pension Plans.” The post-retirement medical plans in the United States and Canada are collectively referred to as the “Postretirement Medical Plans.” We have applied settlement accounting in the six months ended June 30, 2019 due to distributions exceeding the current period service and interest costs. These amounts are included in other non-operating expense, net on the Condensed Consolidated Statements of Income (Loss). The following tables summarize the components of net periodic benefit costs for the three and six months ended June 30, 2019 and 2018 as follows: Covia Pension Plans Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands) Components of net periodic benefit cost Service cost $ 551 $ 2,190 $ 1,102 $ 4,392 Interest cost 2,084 2,340 4,168 4,673 Expected return on plan assets (2,308 ) (2,709 ) (4,616 ) (5,389 ) Amortization of prior service cost 82 136 164 274 Amortization of net actuarial loss 522 1,301 1,044 2,605 Settlement loss 1,065 439 2,744 439 Net periodic benefit cost $ 1,996 $ 3,697 $ 4,606 $ 6,994 Postretirement Medical Plans Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands) Components of net periodic benefit cost Service cost $ 73 $ 267 $ 146 $ 533 Interest cost 120 209 240 420 Amortization of net actuarial loss 40 122 80 244 Net periodic benefit cost $ 233 $ 598 $ 466 $ 1,197 We contributed $0.7 million and $5.9 million to the Covia Pension Plans for the six months ended June 30, 2019 and 2018, respectively. Contributions into the Covia Pension Plans for the year ended December 31, 2019 are expected to be $3.0 million. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 1 6 . Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is a separate line within the Condensed Consolidated Statements of Equity that reports our cumulative income (loss) that has not been reported as part of net income (loss). The components of accumulated other comprehensive loss attributable to Covia Holdings Corporation at June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 Gross Tax Effect Net Amount (in thousands) Foreign currency translation adjustments $ (50,182 ) $ - $ (50,182 ) Amounts related to employee benefit obligations (47,479 ) 14,587 (32,892 ) Unrealized gain (loss) on interest rate hedges (22,355 ) 5,142 (17,213 ) $ (120,016 ) $ 19,729 $ (100,287 ) December 31, 2018 Gross Tax Effect Net Amount (in thousands) Foreign currency translation adjustments $ (53,389 ) $ - $ (53,389 ) Amounts related to employee benefit obligations (52,496 ) 14,574 (37,922 ) Unrealized gain (loss) on interest rate hedges (5,083 ) 1,169 (3,914 ) $ (110,968 ) $ 15,743 $ (95,225 ) The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2019: Six Months Ended June 30, 2019 Foreign Amounts related Unrealized currency to employee gain (loss) translation benefit on interest adjustments obligations rate hedges Total (in thousands) Beginning balance $ (53,389 ) $ (37,922 ) $ (3,914 ) $ (95,225 ) Other comprehensive income before reclassifications 3,207 2,917 (13,755 ) (7,631 ) Amounts reclassified from accumulated other comprehensive loss - 2,113 456 2,569 Ending balance $ (50,182 ) $ (32,892 ) $ (17,213 ) $ (100,287 ) |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 1 7 . Leases Operating leases and finance leases are included in the Condensed Consolidated Balance Sheets as follows: June 30, 2019 Classification (in thousands) Lease assets Operating right-of-use assets, net Assets $ 396,680 Finance right-of-use assets, net Property, plant, and equipment, net 11,556 Total lease assets $ 408,236 Lease liabilities Operating lease liabilities, current Current liabilities $ 67,720 Operating lease liabilities, non-current Liabilities 296,678 Finance lease liabilities, current Current portion of long-term debt 3,841 Finance lease liabilities, non-current Long-term debt 3,942 Total lease liabilities $ 372,181 Operating lease rental expense for the three and six months ended June 30, 2018 was $18.1 million and $33.2 million. Operating lease costs are recorded on a straight-line basis over the lease term. Finance lease costs include amortization of the right-of-use assets and interest on lease liabilities. The components of lease costs, which were included in income (loss) from operations in our Condensed Consolidated Statements of Income (Loss), were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2019 (in thousands) Operating leases Operating lease costs $ 25,767 $ 52,959 Variable lease costs 655 806 Short-term lease costs 4,347 9,205 Total operating lease costs $ 30,769 $ 62,970 Financing leases Amortization of right-of-use asset $ 644 $ 1,263 Interest on finance lease liabilities 73 110 Total finance lease costs $ 717 $ 1,373 Maturities of lease liabilities as of June 30, 2019 are as follows: Operating Finance Total (in thousands) 2019 $ 86,666 $ 4,434 $ 91,100 2020 76,528 2,071 78,599 2021 64,989 948 65,937 2022 58,692 578 59,270 2023 44,834 212 45,046 2024 and Thereafter 104,643 - 104,643 Total lease payments 436,352 8,243 444,595 Less imputed lease interest (71,954 ) (460 ) (72,414 ) Total lease liabilities $ 364,398 $ 7,783 $ 372,181 Minimum lease payments under ASC 840, as of December 31, 2018, are as follows: (in thousands) 2019 $ 104,602 2020 81,365 2021 69,358 2022 59,044 2023 52,121 Thereafter 121,014 Total $ 487,504 Additional information related to leases is presented as follows: Six Months Ended June 30, 2019 Operating leases Weighted average remaining lease term 6.4 years Weighted average discount rate 5.8% Financing leases Weighted average remaining lease term 2.4 years Weighted average discount rate 4.4% Six Months Ended June 30, 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 50,351 Operating cash flows from financing leases 178 Financing cash flows from finance leases 2,274 Total cash paid $ 52,803 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | 1 8 . Commitments and Contingent Liabilities Contingencies We are involved in various legal proceedings, including as a defendant in a number of lawsuits. Although the outcomes of these proceedings and lawsuits cannot be predicted with certainty, we do not believe that any of the pending legal proceedings and lawsuits are reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows. In addition, we believe that our insurance coverage will mitigate these claims. We and/or our predecessors have been named as a defendant, usually among many defendants, in numerous product liability lawsuits brought by or on behalf of current or former employees of our customers alleging damages caused by silica exposure. As of June 30, 2019, there were 63 active silica-related products liability lawsuits pending in which we are a defendant. Although the outcomes of these lawsuits cannot be predicted with certainty, we do not believe that these matters are reasonably likely to have a material adverse effect on our financial position, results of operations or cash flows. On March 18, 2019, we received a subpoena from the SEC seeking information relating to certain value-added proppants marketed and sold by Fairmount Santrol or Covia within the Energy segment since January 1, 2014. We are cooperating with the SEC’s investigation. Given that the investigation is ongoing and that no civil or criminal claims have been threatened or brought to date, we cannot predict what, if any, further action the SEC may take regarding its investigation, and cannot provide an estimate of the potential range of loss, if any, that may result. Accordingly, no accrual has been made with respect to this matter. Included in other long-term liabilities at June 30, 2019 and December 31, 2018, is $ 4.5 million Royalties We have entered into numerous mineral rights agreements, in which payments under the agreements are expensed as incurred. Certain agreements require annual or quarterly payments based upon annual tons mined or the average selling price of tons sold. Total royalty expense associated with these agreements was $3.1 million and $1.3 million for the three months ended June 30, 2019 and 2018, respectively, and $5.6 million and $2.2 million for the six months ended June 30, 2019 and 2018, respectively. |
Transactions with Related Parti
Transactions with Related Parties | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 1 9 . Transactions with Related Parties We sell minerals to Sibelco and certain of its subsidiaries (“related parties”). Sales to related parties amounted to $2.3 million and $1.1 million in the three months ended June 30, 2019 and 2018, respectively, and $4.5 million and $2.7 million in the six months ended June 30, 2019 and 2018, respectively. At June 30, 2019 and December 31, 2018, we had accounts receivable from related parties of $2.1 million and $0.8 million, respectively. These amounts are included in Accounts receivable, net in the accompanying Condensed Consolidated Balance Sheets. We purchase minerals from certain related parties. Purchases from related parties amounted to $2.0 million and $3.0 million in the three months ended June 30, 2019 and 2018, respectively, and $2.0 million and $5.2 million in the six months ended June 30, 2019 and 2018 , respectively . At June 30, 2019 and December 31, 2018 , we had accounts payable to related parties of $4.0 million and $0.5 million , respectively. These amounts are included in Accounts payable in the accompanying Condensed Consolidated Balance Sheets. Prior to the Merger, Sibelco provided certain services on behalf of Unimin, such as finance, treasury, legal, marketing, information technology, and other infrastructure support. The cost for information technology was allocated to Unimin on a direct usage basis. The costs for the remainder of the services were allocated to Unimin based on tons sold, revenues, gross margin, and other financial measures for Unimin compared to the same financial measures of Sibelco. The financial information presented in these condensed consolidated financial statements may not reflect the combined financial position, operating results and cash flows of Unimin had it not been a consolidated subsidiary of Sibelco. Actual costs that would have been incurred if Unimin had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. Effective on the Merger Date, Sibelco no longer provides such services to us. Prior to the Merger, during the two and five months ended May 31, 2018, Unimin incurred $2.4 million and $2.4 million, respectively, for management and administrative services from Sibelco. These costs are reflected in selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income (Loss). Additionally, we are compensated for providing transitional services, such as accounting, human resources, information technology, mine planning, and geological services, to HPQ Co. and such compensation is recorded as a reduction of cost in selling, general, and administrative expenses. Compensation for these transitional services was $0.01 million and $0.1 million for the three months ended June 30, 2019 and 2018, respectively, and $0.1 million and $0.1 million in the six months ended June 30, 2019 and 2018, respectively. Amounts are included in Selling, general, and administrative expenses on the Condensed Consolidated Statements of Income (Loss) and in Other receivables in the Condensed Consolidated Balance Sheets at June 30, 2019 and December 31, 2018. On June 1, 2018, we entered into an agreement with Sibelco whereby Sibelco provides sales and marketing support for certain products supporting the performance coatings and polymer solutions markets in North America and Mexico, for which we pay a 5% commission of revenue, and in the rest of the world, for which we pay a 10% commission of revenue. Sibelco also assists with sales and marketing efforts for certain products in the ceramics and sanitary ware industries outside of North America and Mexico for which we pay a 5% commission of revenue. In addition, we provide sales and marketing support to Sibelco for certain products used in ceramics in North America and Mexico for which we earn a 10% commission of revenue. We recorded commission expense of $1.1 million and $0.4 million in the three months ended June 30, 2019 and 2018, respectively, and $2.1 million and $0.4 million in the six months ended June 30, 2019 and 2018, respectively. These amounts are recorded in Selling, general and administration expenses. Prior to the Merger Date, we had term loans outstanding with a wholly-owned subsidiary of Sibelco. During the three and six months ended June 30, 2018, we incurred $1.2 million and $3.1 million, respectively, of interest expense for such term loans. These costs are reflected in Interest expense, net in the accompanying Condensed Consolidated Statements of Income (Loss). Upon closing of the Merger, these term loans were repaid with the proceeds of the Term Loan. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 20 . Revenues Revenues are primarily derived from contracts with customers with terms typically ranging from one to eight years in length and are measured by the amount of consideration we expect to receive in exchange for transferring our products. Revenues are recognized as each performance obligation within the contract is satisfied; this occurs with the transfer of control of our product in accordance with delivery methods as defined in the underlying contract. Performance obligations do not extend beyond one year. Transfer of control to customers generally occurs when products leave our facilities or at other predetermined control transfer point. We account for shipping and handling activities that occur after control of the related good transfers as a cost of fulfillment instead of a separate performance obligation. We disaggregate revenues by major source consistent with our segment reporting. See Note 21 for further detail. Accounts receivable as presented in the consolidated balance sheets are related to our contracts and are recorded when the right to consideration becomes likely at the amount management expects to collect. Accounts receivable do not bear interest if paid when contractually due, and payments are generally due within thirty to forty-five days of invoicing. We typically do not record contract assets, as the transfer of control of our products results in an unconditional right to receive consideration. We enter into certain supply agreements with customers that include provisions requiring payment at the inception of the supply agreement. Deferred revenue is recorded when payment is received in advance of the performance obligation. Changes in deferred revenue were as follows : Six Months Ended June 30, 2019 (in thousands) Beginning balance $ 10,826 Deferral of revenue 23,370 Recognition of unearned revenue (9,784 ) Ending balance $ 24,412 At June 30, 2019 and December 31, 2018, respectively, deferred revenue balances of $18.4 million and $9.7 million were recorded as current liabilities. At June 30, 2019 and December 31, 2018, respectively, deferred revenue balance of $6.1 million and $1.1 million were recorded in other non-current liabilities. At June 30, 2019, we had one customer whose accounts receivable balance exceeded 10% of total accounts receivable. This customer comprised approximately 15% of the accounts receivable balance at June 30, 2019. At December 31, 2018, we had two customers whose accounts receivable balance exceeded 10% of total accounts receivable. These two customers each comprised approximately 10% In the six months ended June 30, 2019 and 2018, one customer exceeded 10% of revenues. This customer accounted for 11% and 13% of revenues in the six months ended June 30, 2019 and 2018, respectively. This customer is part of our Energy segment. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 2 1 . Segment Reporting We organize our business into two reportable segments, Energy and Industrial. Our Energy segment offers the oil and gas industry a comprehensive portfolio of raw frac sand, value-added-proppants, well-cementing additives, gravel-packing media and drilling mud additives that meet or exceed standards of the API. Our products serve hydraulic fracturing operations in the U.S., Canada, Argentina, Mexico, China, and northern Europe. The Industrial segment provides raw, value-added and custom-blended products to the glass, ceramics, metals, coatings, polymers, construction, foundry, filtration, sports and recreation and various other industries. Prior to the second quarter of 2019, the Company’s chief operating decision maker (“CODM”) primarily evaluated an operating segment’s performance based on segment gross profit, which does not include any selling, general, and administrative costs or corporate costs. Beginning with the second quarter of 2019, the CODM changed the method to evaluate the Company’s operating segments’ performance based on segment contribution margin. Segment contribution margin excludes selling, general, and administrative costs, corporate costs, operating costs of idled facilities, and operating costs of excess railcar capacity. This change was made to better measure the operating performance of the reportable segments and to monitor performance without these non-operational costs. The reportable segments are consistent with how management views the markets served by us and the financial information reviewed by the CODM in deciding how to allocate resources and assess performance. Segment information for all periods presented in the table below has been revised accordingly to reflect the n ew measure of profit and loss. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands) Revenues Energy $ 251,547 $ 326,746 $ 487,622 $ 534,207 Industrial 193,389 181,672 385,560 344,032 Total revenues 444,936 508,418 873,182 878,239 Segment contribution margin Energy 40,912 103,390 62,931 168,885 Industrial 65,109 51,819 116,731 95,826 Total segment contribution margin 106,021 155,209 179,662 264,711 Operating costs of idled facilities and excess railcar capacity 7,054 2,102 14,009 2,102 Selling, general, and administrative 38,644 31,377 80,604 56,601 Depreciation, depletion, and amortization 59,204 36,744 117,299 63,875 Asset impairments - 12,300 - 12,300 Restructuring and other charges 9,535 - 11,537 - Other operating expense (income), net 1,670 1,150 (4,722 ) 1,663 Operating income (loss) from continuing operations (10,086 ) 71,536 (39,065 ) 128,170 Interest expense, net 27,866 8,991 53,002 13,669 Other non-operating expense, net 1,571 38,923 3,758 44,223 Income (loss) from continuing operations before provision (benefit) for income taxes $ (39,523 ) $ 23,622 $ (95,825 ) $ 70,278 Asset information, including capital expenditures and depreciation, depletion, and amortization, by segment is not included in reports used by management in its monitoring of performance and, therefore, is not reported by segment. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 2 2 . Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Goodwill was $119.8 million and $131.7 million at June 30, 2019 and December 31, 2018, respectively, and is entirely attributable to the Industrial segment. The activity in goodwill in the six months ended June 30, 2019 is as follows: June 30, 2019 Industrial (in thousands) Beginning balance $ 131,655 Assets held for sale (11,833 ) Goodwill $ 119,822 We evaluate goodwill at the reporting unit level on an annual basis on October 31 and also on an interim basis when indicators of impairment exist. Calera and the W&W Railroad included in assets and liabilities held for sale were determined to be businesses and, therefore, goodwill of $8.6 million and $3.2 million, respectively, was allocated to the assets held for sale at June 30, 2019. There were no events or changes in circumstances that would more likely than not result in an impairment in the carrying value of goodwill at June 30, 2019. Changes in the carrying amount of intangible assets are as follows: June 30, 2019 December 31, 2018 (in thousands) Beginning balance $ 188,418 $ 52,196 Less: Reclassification to operating right-of-use assets (40,902 ) - Less: Reclassification to assets held for sale (48,026 ) - Assets acquired - 136,222 Ending balance 99,490 188,418 Accumulated amortization, beginning balance (51,305 ) (26,600 ) Less: Reclassification to operating right-of-use assets accumulated amortization 5,115 - Less: Reclassification to assets held for sale 29,862 - Amortization for the period (14,950 ) (24,705 ) Accumulated amortization, ending balance (31,278 ) (51,305 ) Intangible assets, net $ 68,212 $ 137,113 Intangible assets, net includes acquired supply agreements which are classified as held for sale at June 30, 2019, acquired stream mitigation rights, customer relationships, trade names and acquired technology. Refer also to Note 2, which includes a discussion of the intangible assets acquired in the Merger, which are included in the balance of Intangibles, net at December 31, 2018. Amortization expense is recognized in Depreciation, depletion and amortization expense in the Condensed Consolidated Statements of Income (Loss). The intangible assets had a weighted average amortization period of seven years at June 30, 2019 and December 31, 2018. Amortization expense was $6.6 million and $3.7 million for the three months ended June 30, 2019 and 2018, respectively, and $15.0 million and $4.4 million in the six months ended June 30, 2019 and 2018, respectively. The estimated amortization expense related to intangible assets for the five succeeding years is as follows: Amortization (in thousands) 2019 $ 6,390 2020 12,779 2021 12,779 2022 12,779 2023 12,779 Thereafter 10,706 Total $ 68,212 |
Restructuring and Other Charges
Restructuring and Other Charges | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Other Charges | 2 3 . Restructuring and Other Charges In September 2018 and November 2018, we idled operations at facilities serving the Energy segment in response to reduced customer demand. Our activities to idle those facilities have largely been completed at June 30, 2019, and all significant associated restructuring charges have been recorded. We did not allocate restructuring charges to our Energy segment. Additionally, in connection with the Merger, we initiated restructuring activities to achieve cost synergies from our combined operations. We did not allocate these Merger-related restructuring charges to either of our business segments. The following table presents a summary of restructuring charges for the six months ended June 30, 2019. There were no restructuring charges in the six months ended June 30, 2018. Merger-related Idled facilities Total (in thousands) Restructuring charges Severance and relocation costs $ 1,921 $ 2,868 $ 4,789 Contract termination costs - 1,293 1,293 Total restructuring charges $ 1,921 $ 4,161 $ 6,082 The following table presents our restructuring reserve activity during 2019: Merger-related Idled facilities Total (in thousands) Accrued restructuring charges Balances at December 31, 2018 $ 15,578 $ 3,974 $ 19,552 Charges 1,921 4,161 6,082 Cash payments (6,200 ) (3,162 ) (9,362 ) Balances at June 30, 2019 $ 11,299 $ 4,973 $ 16,272 The current portion of our restructuring reserve is included in accrued expenses and long-term portion of our restructuring reserve is included in other non-current liabilities. Restructuring and other charges on the Condensed Consolidated Statements of Income (Loss) for the six months ended June 30, 2019 includes other charges related to executive severance and benefits of $5.5 million. These other charges are included in Accrued expenses on the Consolidated Balance Sheet and are not included in the above tables. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 2 4 . Subsequent Events On July 3, 2019, we entered into an agreement with Mississippi Lime Company to sell Calera and, on July 25, 2019, we entered into an agreement with OmniTRAX, Inc. to sell the W&W Railroad. The Calera transaction closed on August 1, 2019, and resulted in a net gain on sale. The W&W Railroad transaction is anticipated to close in the third quarter of 2019. See Note 7 for further details. |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Merger of Unimin Corporation and Fairmount Santrol Holdings Inc. | Merger of Unimin Corporation and Fairmount Santrol Holdings Inc. On June 1, 2018 (“Merger Date”), Unimin Corporation (“Unimin”) completed a business combination (“Merger”) whereby Fairmount Santrol Holdings Inc. (“Fairmount Santrol”) merged into a wholly-owned subsidiary of Unimin and ceased to exist as a separate corporate entity. Immediately following the consummation of the Merger, Unimin changed its name to Covia Holdings Corporation and began operating under that name. The common stock of Fairmount Santrol was delisted from the New York Stock Exchange (“NYSE”) prior to the market opening on June 1, 2018, and Covia commenced trading under the ticker symbol “CVIA” on that date. Upon the consummation of the Merger, the former stockholders of Fairmount Santrol (including holders of certain Fairmount Santrol equity awards) received, in the aggregate, $170.0 million in cash consideration and approximately 35% of the common stock of Covia. Approximately 65% of the outstanding shares of Covia common stock is owned by SCR-Sibelco NV (“Sibelco”), previously the parent company of Unimin. See Note 2 for further discussion of the Merger. In connection with the Merger, we redeemed approximately 18.5 million shares of Unimin common stock from Sibelco in exchange for an amount in cash equal to approximately (i) $660.0 million plus interest accruing at 5.0% per annum for the period from September 30, 2017 through June 1, 2018 less (ii) $170.0 million in cash paid to Fairmount Santrol stockholders. In connection with the Merger, we also completed a debt refinancing transaction, with Barclays Bank PLC as administrative agent, by entering into a $1.65 billion senior secured term loan (“Term Loan”) and a $200.0 million revolving credit facility (“Revolver”). The proceeds of the Term Loan were used to repay the indebtedness of Unimin and Fairmount Santrol and to pay the cash portion of the Merger consideration and expenses related to the Merger. See Note 8 for further discussion of the refinancing transaction and terms of such indebtedness. As a condition to the Merger, Unimin contributed certain of its assets comprising its Electronics segment, including $31.0 million of cash, to Sibelco North America, Inc. (“HPQ Co.”), a newly-formed wholly-owned subsidiary of Unimin, in exchange for all of the stock of HPQ Co. and the assumption by HPQ Co. of certain liabilities. Unimin distributed all of the stock of HPQ Co. to Sibelco in exchange for 0.17 million shares (or 15.1 million shares subsequent to the stock split) of Unimin common stock held by Sibelco. See Note 3 for a discussion of HPQ Co., which is presented as discontinued operations in these condensed consolidated financial statements. Costs and expenses incurred related to the Merger are recorded in Other non-operating expense, net in the accompanying Consolidated Statements of Income and include legal, accounting, valuation and financial advisory services, integration and other costs totaling $0.2 million and $38.9 million for the three months ended June 30, 2019 and 2018, respectively, and $0.9 million and $44.2 million for the six months ended June 30, 2019 and 2018, respectively. Unimin was determined to be the acquirer in the Merger for accounting purposes, and the historical financial statements and certain historical amounts included in the Notes to the Condensed Consolidated Financial Statements relate to Unimin. The Condensed Consolidated Balance Sheets at December 31, 2018 and forward reflect Covia results. The presentation of information for periods prior to the Merger Date are not fully comparable to the presentation of information for periods presented after the Merger Date because the results of operations for Fairmount Santrol are not included in such information prior to the Merger Date. |
Reclassifications | Reclassifications Certain reclassifications of prior period presentations have been made to conform to the current period presentation, including assets and liabilities held for sale and deferred revenue. |
Basis of Presentation | Basis of Presentation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal, recurring nature) and disclosures necessary for a fair statement of the financial position, results of operations, comprehensive income, and cash flows of the reported interim periods. The Condensed Consolidated Balance Sheet as of December 31, 2018 was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for the full year or any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto and for each of the three years in the period ended December 31, 2018, which are included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2019 (“Form 10-K”), and information included elsewhere in this Quarterly Report on Form 10-Q (“Report”). On June 1, 2018, we effected an 89:1 stock split with respect to our shares of common stock. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to: business combination purchase price allocation, and the useful life of definite-lived intangible assets; asset retirement obligations; estimates of allowance for doubtful accounts; estimates of fair value for reporting units and asset impairments (including impairments of goodwill and other long-lived assets); adjustments of inventories to net realizable value; post-employment, post-retirement and other employee benefit liabilities; valuation allowances for deferred tax assets; and reserves for contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the use of valuation experts. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. |
Leases | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements Leases On January 1, 2019 we adopted ASC Topic 842 – Leases We lease railcars, machinery, equipment, land, buildings and office space under operating lease arrangements. Certain mobile equipment leasing arrangements, subject to purchase options are leased under finance lease arrangements. We account for leases in accordance with Topic 842 and have recorded right-of-use assets and lease liabilities at the date of adoption. The right-of-use assets represent our right to use underlying assets for the lease term and the lease liabilities represent our obligation to make lease payments under the leases. We elected to transition to Topic 842 using the modified retrospective method to apply the standard on its effective date, January 1, 2019. Prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under previous lease guidance, ASC Topic 840 – Leases. We determine if an arrangement is or contains a lease at contract inception and exercise judgement and apply certain assumptions when determining the discount rate, lease term and lease payments: • Topic 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, we do not have knowledge of the rate implicit in the lease and, therefore, in most cases we use the incremental borrowing rate for a lease. • The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that we are reasonably certain to exercise, or an option to extend that is controlled by the lessor. • Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of an option to purchase the underlying asset if we are reasonably certain to exercise the option. All right-of-use assets are periodically reviewed for impairment losses and no impairment of the right-of-use assets has been recorded in the six months ended June 30, 2019. We monitor events and modifications of existing lease agreements that would require reassessment of the lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right-of-use asset. Upon adoption, we elected to use the package of practical expedients permitted under the transition guidance. We did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. For lease agreements that include lease and non-lease components, we elected to use the practical expedient to combine lease and non-lease components for all classes of assets and to not record leases with a term of twelve months or less on the balance sheet. Short-term lease payments associated with a lease are recorded on a straight-line basis over the lease term. Certain of our lease agreements include rental payments based on a percentage of usage and others include rental payments adjusted periodically based on an index, such as the Consumer Price Index. These payments are recorded as variable costs under operating leases. The impact of the adoption of Topic 842 on the accompanying Condensed Consolidated Balance Sheets resulted in recording additional right-of-use assets and lease liabilities of approximately $442.1 million and $406.8 million, respectively, at January 1, 2019. The right-of-use assets at the date of adoption included approximately $35.8 million of lease intangible assets related to favorable market terms of certain railcar leases acquired in the Merger. See Note 17 for further detail. |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses (Topic 326) In August 2018, the FASB issued ASU No. 2018-13 – Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-14 – Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). The amendments in ASU 2018-14 remove various disclosures that no longer are considered cost-beneficial, namely amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost over the next fiscal year. Further, ASU 2018-14 requires disclosure or clarification of the reasons for significant gains or losses related to changes in the benefit obligation for the period, as well as projected and accumulated benefit obligations in excess of plan assets. ASU 2018-14 is effective for fiscal years ending after December 15, 2020 and should be applied on a retrospective basis, with early adoption permitted. We are in the process of evaluating the impact of this new guidance on our condensed consolidated financial statements and disclosures. In August 2018, the FASB issued ASU No. 2018-15 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In November 2018, the FASB issued ASU No. 2018-18 – Collaborative Arrangements (Topic 808) — Clarifying the Interaction between Topic 808 and Topic 606 |
Merger and Purchase Price Acc_2
Merger and Purchase Price Accounting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Accounting of Acquired Assets and Liabilities Including Measurement Period Adjustments | The following table presents the purchase price accounting of the acquired assets and liabilities assumed as of the Merger Date including measurement period adjustments: June 1, 2018 (in thousands) Cash and cash equivalents $ 105,303 Inventories, net 108,005 Accounts receivable 159,373 Property, plant, and equipment, net 1,649,876 Intangible assets, net 136,222 Prepaid expenses and other assets 9,563 Other non-current assets 4,182 Total identifiable assets acquired 2,172,524 Debt 748,722 Other current liabilities 160,117 Deferred tax liability 199,627 Other long-term liabilities 45,169 Total liabilities assumed 1,153,635 Net identifiable assets acquired 1,018,889 Non-controlling interest 453 Goodwill 295,224 Total consideration transferred $ 1,313,660 |
Summary of Fair Value of Acquired Intangible Assets and Related Estimated Useful Lives | The fair value of the acquired intangible assets and the related estimated useful lives at the Merger Date were the following: Approximate Fair Value Estimated (in thousands) Useful Life Customer relationships $ 73,000 6 years Railcar leasehold interests 40,914 1-15 years Trade name 17,000 1 year Technology 5,000 12 years Other 308 95 years Total approximate fair value $ 136,222 |
Summary of Pro Forma Financial Information | The following unaudited pro forma condensed combined financial information presents our combined results as if the Merger had occurred on January 1, 2017. The unaudited pro forma financial information was prepared to give effect to events that are (i) directly attributable to the Merger; (ii) factually supportable; and (iii) expected to have a continuing impact on our results. All intercompany transactions during the periods presented have been eliminated in consolidation. These pro forma results include adjustments for interest expense that would have been incurred to finance the transaction and reflect purchase accounting adjustments for additional depreciation, depletion and amortization on acquired property, plant and equipment and intangible assets. The pro forma results exclude Merger-related transaction costs and expenses that were incurred in conjunction with the Merger in the three and six months ended June 30, 2018. Three Months Ended June 30, Six Months Ended June 30, 2018 2018 (in thousands, except per share data) Revenues $ 712,412 $ 1,355,571 Net income 61,455 137,320 Earnings per share – basic $ 0.50 $ 1.13 Earnings per share – diluted $ 0.49 $ 1.12 |
Discontinued Operations - Dis_2
Discontinued Operations - Disposition of Unimin's Electronics Segment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Operating Results, Significant Operating and Investing Cash and Noncash Items of Discontinued Operations | The operating results of our discontinued operations in the three and six months ended June 30, 2018 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2018 (in thousands) Major line items constituting income from discontinued operations Revenues $ 29,229 $ 74,015 Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) 18,196 46,442 Selling, general and administrative expenses 4,762 8,762 Depreciation, depletion and amortization expense 1,794 4,072 Other operating income (29 ) (69 ) Income from discontinued operations before provision for income taxes 4,506 14,808 Provision for income taxes 676 2,221 Income from discontinued operations, net of tax $ 3,830 $ 12,587 The significant operating and investing cash and noncash items of the discontinued operations included in the Condensed Consolidated Stateme nts of Cash Flows for the six months ended June 30 , 2018 were as follows: Six Months Ended June 30, 2018 (in thousands) Depreciation, depletion and amortization expense $ 4,072 Capital expenditures $ 3,549 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At June 30, 2019 and December 31, 2018, inventories consisted of the following: June 30, 2019 December 31, 2018 (in thousands) Raw materials $ 31,059 $ 30,410 Work-in-process 13,625 19,886 Finished goods 68,916 73,628 Spare parts 38,201 39,046 Inventories, net $ 151,801 $ 162,970 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment | At June 30, 2019 and December 31, 2018, property, plant, and equipment consisted of the following: June 30, 2019 December 31, 2018 (in thousands) Land and improvements $ 226,428 $ 224,894 Mineral rights properties 1,332,026 1,323,090 Machinery and equipment 1,537,623 1,607,116 Buildings and improvements 537,151 544,117 Railroad equipment 72,841 155,998 Furniture, fixtures, and other 4,692 5,260 Assets under construction 194,489 184,360 3,905,250 4,044,835 Accumulated depletion and depreciation (1,222,431 ) (1,210,474 ) Property, plant, and equipment, net $ 2,682,819 $ 2,834,361 |
Assets and Liabilities Held f_2
Assets and Liabilities Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Held for Sale | The assets and liabilities classified as held for sale at June 30, 2019 are as follows: June 30, 2019 Calera W&W Railroad Other Non-Current Assets Total (in thousands) Assets held for sale Accounts receivable, net $ 5,864 $ 1,637 $ - $ 7,501 Inventories, net 4,808 422 - 5,230 Prepaid expenses and other current assets - 162 - 162 Total current assets 10,672 2,221 - 12,893 Property, plant and equipment, net 23,634 60,766 5,911 90,311 Operating right-of-use assets, net 7 169 - 176 Goodwill 8,623 3,210 - 11,833 Intangibles, net 18,164 - - 18,164 Total assets held for sale $ 61,100 $ 66,366 $ 5,911 $ 133,377 Liabilities held for sale Current portion of long-term debt $ - $ 133 $ - $ 133 Operating lease liabilities, current 1 60 - 61 Accounts payable 4,458 462 - 4,920 Accrued expenses 2,366 114 - 2,480 Total current liabilities 6,825 769 - 7,594 Long-term debt - 1,357 - 1,357 Operating lease liabilities, non-current 7 109 - 116 Other non-current liabilities - 14,239 - 14,239 Total liabilities held for sale $ 6,832 $ 16,474 $ - $ 23,306 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | At June 30, 2019 and December 31, 2018, long-term debt consisted of the following: June 30, 2019 December 31, 2018 (in thousands) Term Loan $ 1,633,500 $ 1,641,750 Finance lease liabilities 7,783 6,417 Industrial Revenue Bond 10,000 10,000 Other borrowings 175 1,809 Term Loan deferred financing costs, net (29,012 ) (31,607 ) 1,622,446 1,628,369 Less: current portion (15,405 ) (15,482 ) Long-term debt including finance leases $ 1,607,041 $ 1,612,887 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | At June 30, 2019 and December 31, 2018, accrued expenses consisted of the following: June 30, 2019 December 31, 2018 (in thousands) Accrued bonus & other benefits $ 18,481 $ 38,445 Accrued Merger related costs - 502 Accrued restructuring and other charges 16,804 15,819 Accrued interest 27,572 1,047 Accrued insurance 5,755 7,026 Accrued property taxes 8,756 9,120 Accrual for capital spending 5,562 19,289 Other accrued expenses 47,095 29,176 Accrued expenses $ 130,025 $ 120,424 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings per Share | The table below shows the computation of basic and diluted earnings per share for the three and six months ended June 30, 2019 and 2018, respectively: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands, except per share data) Numerators: Net income (loss) from continuing operations attributable to Covia Holdings Corporation $ (34,394 ) $ 17,062 $ (86,639 ) $ 53,848 Income from discontinued operations, net of tax - 3,830 - 12,587 Net income (loss) attributable to Covia Holdings Corporation $ (34,394 ) $ 20,892 $ (86,639 ) $ 66,435 Denominator: Basic weighted average shares outstanding 131,458 123,460 131,373 121,552 Dilutive effect of employee stock options and RSUs - 706 - 706 Diluted weighted average shares outstanding 131,458 124,166 131,373 122,258 Continuing operations earnings (loss) per share – basic $ (0.26 ) $ 0.14 $ (0.66 ) $ 0.44 Continuing operations earnings (loss) per share – diluted (0.26 ) 0.14 (0.66 ) 0.44 Discontinued operations earnings per share – basic - 0.03 - 0.11 Discontinued operations earnings per share – diluted - 0.03 - 0.10 Earnings (loss) per share – basic (0.26 ) 0.17 (0.66 ) 0.55 Earnings (loss) per share – diluted $ (0.26 ) $ 0.17 $ (0.66 ) $ 0.54 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swap Agreements | The following table summarizes our interest rate swap agreements at June 30, 2019 and December 31, 2018: Interest Rate Swap Agreements Maturity Date Rate Notional Value (in thousands) Debt Instrument Hedged Percentage of Term Loan Outstanding June 30, 2019 Designated as cash flow hedge June 1, 2023 2.81% $ 100,000 Term Loan 6% Designated as cash flow hedge June 1, 2025 2.87% 200,000 Term Loan 12% Designated as cash flow hedge September 5, 2019 2.92% 210,000 Term Loan 13% Designated as cash flow hedge June 1, 2024 2.81% 50,000 Term Loan 3% Designated as cash flow hedge June 1, 2025 2.85% 50,000 Term Loan 3% Designated as cash flow hedge June 1, 2025 2.87% 50,000 Term Loan 3% $ 660,000 40% December 31, 2018 Designated as cash flow hedge June 1, 2023 2.81% $ 100,000 Term Loan 6% Designated as cash flow hedge June 1, 2025 2.87% 200,000 Term Loan 12% Designated as cash flow hedge September 5, 2019 2.92% 210,000 Term Loan 13% Not designated as cash flow hedge June 1, 2024 2.81% 50,000 Term Loan 3% Not designated as cash flow hedge June 1, 2025 2.85% 50,000 Term Loan 3% Not designated as cash flow hedge June 1, 2025 2.87% 50,000 Term Loan 3% $ 660,000 40% |
Fair Values of Derivative Instrument and Respective Classification in Condensed Consolidated Balance Sheets | The following table summarizes the fair values and the respective classification in the Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018. The net amount of derivative liabilities can be reconciled to the tabular disclosure of fair value in Note 12: Liabilities June 30, 2019 December 31, 2018 Interest Rate Swap Agreements Balance Sheet Classification (in thousands) Designated as cash flow hedges Other non-current liabilities $ (20,832 ) $ (2,846 ) Designated as cash flow hedges Accrued expenses (227 ) - Not designated as cash flow hedges Other non-current liabilities - (1,271 ) $ (21,059 ) $ (4,117 ) |
Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) | The tables below presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) as of June 30, 2019 and 2018: Amount of Loss Recognized in Other Comprehensive Income Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Derivatives in Hedging Relationships (in thousands) Designated as Cash Flow Hedges Interest rate swap agreements $ 9,833 $ - $ 17,864 $ - Amount of Loss Reclassified from Accumulated Other Comprehensive Loss Location of Loss Three Months Ended June 30, Six Months Ended June 30, Derivatives in Recognized on 2019 2018 2019 2018 Hedging Relationships Derivative (in thousands) Designated as Cash Flow Hedges Interest rate swap agreements Interest expense, net $ 401 $ - $ 591 $ - |
Schedule of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Income (Loss) | The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Statements of Income (Loss) in the three and six months ended June 30, 2019 and 2018: Location of Loss on Derivative Interest expense, net Interest expense, net Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands) Total Interest Expense presented in the Statements of Income (Loss) in which the effects of cash flow hedges are recorded $ 27,866 $ 8,991 $ 53,002 $ 13,669 Effects of cash flow hedging: Loss on Hedging Relationships Interest rate swap agreements Amount of loss reclassified from accumulated other comprehensive income to earnings $ 401 $ - $ 591 $ - |
Schedule of Effect of Derivative Financial Instruments Not Designated as Hedging Instruments | All of our derivative financial instruments are designated as hedging instruments in the six months ended June 30, 2019. The table below presents the effect of our derivative financial instruments that were not designated as hedging instruments in the six months ended June 30, 2018. Derivatives Not Designated Three Months Ended June 30, Six Months Ended June 30, as ASC 815-20 Cash Flow Location of Loss Recognized 2018 2018 Hedging Relationships in Income on Derivative (in thousands) Interest rate swap agreements Interest expense, net $ 1,199 $ 1,199 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value for Long-term Debt | The following table presents the fair value as of June 30, 2019 and December 31, 2018, respectively, for our long-term debt: Quoted Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Long-Term Debt Fair Value Measurements (in thousands) June 30, 2019 Term Loan $ - $ 1,314,968 $ - $ 1,314,968 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,324,968 $ - $ 1,324,968 December 31, 2018 Term Loan $ - $ 1,182,060 $ - $ 1,182,060 Industrial Revenue Bond - 10,000 - 10,000 $ - $ 1,192,060 $ - $ 1,192,060 |
Financial Instruments Carried at Fair Value | The following table presents the amounts carried at fair value as of June 30, 2019 and December 31, 2018 for our other financial instruments. Quoted Other in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Recurring Fair Value Measurements (in thousands) June 30, 2019 Interest rate swap agreements liability $ - $ 21,059 $ - $ 21,059 Contingent consideration liability - - 4,500 4,500 $ - $ 21,059 $ 4,500 $ 25,559 December 31, 2018 Interest rate swap agreements liability $ - $ 4,117 $ - $ 4,117 Contingent consideration liability 4,500 4,500 $ - $ 4,117 $ 4,500 $ 8,617 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share Based Compensation Activity of Option and Non-option Instruments | Options Weighted Average Exercise Price, Options RSUs Weighted Average Price at RSU Issue Date PSUs Weighted Average Price at PSU Issue Date (in thousands, except per share data) Outstanding at December 31, 2018 2,503 $ 33.49 746 $ 26.12 - $ - Granted - - 1,738 4.69 1,448 4.74 Exercised or distributed - - (315 ) 27.89 - - Forfeited (7 ) 38.61 (176 ) 7.98 (203 ) 4.74 Expired (11 ) 48.48 - - - - Outstanding at June 30, 2019 2,485 $ 33.41 1,993 $ 8.61 1,245 $ 4.74 |
Pension and other Post-Employ_2
Pension and other Post-Employment Benefits (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of Net Periodic Benefit Costs | The following tables summarize the components of net periodic benefit costs for the three and six months ended June 30, 2019 and 2018 as follows: Covia Pension Plans Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands) Components of net periodic benefit cost Service cost $ 551 $ 2,190 $ 1,102 $ 4,392 Interest cost 2,084 2,340 4,168 4,673 Expected return on plan assets (2,308 ) (2,709 ) (4,616 ) (5,389 ) Amortization of prior service cost 82 136 164 274 Amortization of net actuarial loss 522 1,301 1,044 2,605 Settlement loss 1,065 439 2,744 439 Net periodic benefit cost $ 1,996 $ 3,697 $ 4,606 $ 6,994 Postretirement Medical Plans Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands) Components of net periodic benefit cost Service cost $ 73 $ 267 $ 146 $ 533 Interest cost 120 209 240 420 Amortization of net actuarial loss 40 122 80 244 Net periodic benefit cost $ 233 $ 598 $ 466 $ 1,197 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss attributable to Covia Holdings Corporation at June 30, 2019 and December 31, 2018 were as follows: June 30, 2019 Gross Tax Effect Net Amount (in thousands) Foreign currency translation adjustments $ (50,182 ) $ - $ (50,182 ) Amounts related to employee benefit obligations (47,479 ) 14,587 (32,892 ) Unrealized gain (loss) on interest rate hedges (22,355 ) 5,142 (17,213 ) $ (120,016 ) $ 19,729 $ (100,287 ) December 31, 2018 Gross Tax Effect Net Amount (in thousands) Foreign currency translation adjustments $ (53,389 ) $ - $ (53,389 ) Amounts related to employee benefit obligations (52,496 ) 14,574 (37,922 ) Unrealized gain (loss) on interest rate hedges (5,083 ) 1,169 (3,914 ) $ (110,968 ) $ 15,743 $ (95,225 ) |
Changes in Accumulated Other Comprehensive Loss by Component | The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2019: Six Months Ended June 30, 2019 Foreign Amounts related Unrealized currency to employee gain (loss) translation benefit on interest adjustments obligations rate hedges Total (in thousands) Beginning balance $ (53,389 ) $ (37,922 ) $ (3,914 ) $ (95,225 ) Other comprehensive income before reclassifications 3,207 2,917 (13,755 ) (7,631 ) Amounts reclassified from accumulated other comprehensive loss - 2,113 456 2,569 Ending balance $ (50,182 ) $ (32,892 ) $ (17,213 ) $ (100,287 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Operating Leases and Finance Leases | Operating leases and finance leases are included in the Condensed Consolidated Balance Sheets as follows: June 30, 2019 Classification (in thousands) Lease assets Operating right-of-use assets, net Assets $ 396,680 Finance right-of-use assets, net Property, plant, and equipment, net 11,556 Total lease assets $ 408,236 Lease liabilities Operating lease liabilities, current Current liabilities $ 67,720 Operating lease liabilities, non-current Liabilities 296,678 Finance lease liabilities, current Current portion of long-term debt 3,841 Finance lease liabilities, non-current Long-term debt 3,942 Total lease liabilities $ 372,181 |
Schedule of Components of Lease Costs | The components of lease costs, which were included in income (loss) from operations in our Condensed Consolidated Statements of Income (Loss), were as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2019 (in thousands) Operating leases Operating lease costs $ 25,767 $ 52,959 Variable lease costs 655 806 Short-term lease costs 4,347 9,205 Total operating lease costs $ 30,769 $ 62,970 Financing leases Amortization of right-of-use asset $ 644 $ 1,263 Interest on finance lease liabilities 73 110 Total finance lease costs $ 717 $ 1,373 |
Schedule of Future Minimum Lease Payments under Non-Cancelable Leases | Maturities of lease liabilities as of June 30, 2019 are as follows: Operating Finance Total (in thousands) 2019 $ 86,666 $ 4,434 $ 91,100 2020 76,528 2,071 78,599 2021 64,989 948 65,937 2022 58,692 578 59,270 2023 44,834 212 45,046 2024 and Thereafter 104,643 - 104,643 Total lease payments 436,352 8,243 444,595 Less imputed lease interest (71,954 ) (460 ) (72,414 ) Total lease liabilities $ 364,398 $ 7,783 $ 372,181 |
Schedule of Future Minimum Lease Payments under ASC 840 | Minimum lease payments under ASC 840, as of December 31, 2018, are as follows: (in thousands) 2019 $ 104,602 2020 81,365 2021 69,358 2022 59,044 2023 52,121 Thereafter 121,014 Total $ 487,504 |
Schedule of Additional Information Related to Leases | Additional information related to leases is presented as follows: Six Months Ended June 30, 2019 Operating leases Weighted average remaining lease term 6.4 years Weighted average discount rate 5.8% Financing leases Weighted average remaining lease term 2.4 years Weighted average discount rate 4.4% Six Months Ended June 30, 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 50,351 Operating cash flows from financing leases 178 Financing cash flows from finance leases 2,274 Total cash paid $ 52,803 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Changes in Deferred Revenue | Changes in deferred revenue were as follows : Six Months Ended June 30, 2019 (in thousands) Beginning balance $ 10,826 Deferral of revenue 23,370 Recognition of unearned revenue (9,784 ) Ending balance $ 24,412 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Summarized Financial Information for Reportable Segments | Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 (in thousands) Revenues Energy $ 251,547 $ 326,746 $ 487,622 $ 534,207 Industrial 193,389 181,672 385,560 344,032 Total revenues 444,936 508,418 873,182 878,239 Segment contribution margin Energy 40,912 103,390 62,931 168,885 Industrial 65,109 51,819 116,731 95,826 Total segment contribution margin 106,021 155,209 179,662 264,711 Operating costs of idled facilities and excess railcar capacity 7,054 2,102 14,009 2,102 Selling, general, and administrative 38,644 31,377 80,604 56,601 Depreciation, depletion, and amortization 59,204 36,744 117,299 63,875 Asset impairments - 12,300 - 12,300 Restructuring and other charges 9,535 - 11,537 - Other operating expense (income), net 1,670 1,150 (4,722 ) 1,663 Operating income (loss) from continuing operations (10,086 ) 71,536 (39,065 ) 128,170 Interest expense, net 27,866 8,991 53,002 13,669 Other non-operating expense, net 1,571 38,923 3,758 44,223 Income (loss) from continuing operations before provision (benefit) for income taxes $ (39,523 ) $ 23,622 $ (95,825 ) $ 70,278 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activities | Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Goodwill was $119.8 million and $131.7 million at June 30, 2019 and December 31, 2018, respectively, and is entirely attributable to the Industrial segment. The activity in goodwill in the six months ended June 30, 2019 is as follows: June 30, 2019 Industrial (in thousands) Beginning balance $ 131,655 Assets held for sale (11,833 ) Goodwill $ 119,822 |
Summary of Changes in Carrying Amount of Intangible Assets | Changes in the carrying amount of intangible assets are as follows: June 30, 2019 December 31, 2018 (in thousands) Beginning balance $ 188,418 $ 52,196 Less: Reclassification to operating right-of-use assets (40,902 ) - Less: Reclassification to assets held for sale (48,026 ) - Assets acquired - 136,222 Ending balance 99,490 188,418 Accumulated amortization, beginning balance (51,305 ) (26,600 ) Less: Reclassification to operating right-of-use assets accumulated amortization 5,115 - Less: Reclassification to assets held for sale 29,862 - Amortization for the period (14,950 ) (24,705 ) Accumulated amortization, ending balance (31,278 ) (51,305 ) Intangible assets, net $ 68,212 $ 137,113 |
Summary of Estimated Amortization Expense Related to Intangible Assets | The estimated amortization expense related to intangible assets for the five succeeding years is as follows: Amortization (in thousands) 2019 $ 6,390 2020 12,779 2021 12,779 2022 12,779 2023 12,779 Thereafter 10,706 Total $ 68,212 |
Restructuring and Other Charg_2
Restructuring and Other Charges - (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring Charges | The following table presents a summary of restructuring charges for the six months ended June 30, 2019. There were no restructuring charges in the six months ended June 30, 2018. Merger-related Idled facilities Total (in thousands) Restructuring charges Severance and relocation costs $ 1,921 $ 2,868 $ 4,789 Contract termination costs - 1,293 1,293 Total restructuring charges $ 1,921 $ 4,161 $ 6,082 |
Summary of Restructuring Reserve Activity | The following table presents our restructuring reserve activity during 2019: Merger-related Idled facilities Total (in thousands) Accrued restructuring charges Balances at December 31, 2018 $ 15,578 $ 3,974 $ 19,552 Charges 1,921 4,161 6,082 Cash payments (6,200 ) (3,162 ) (9,362 ) Balances at June 30, 2019 $ 11,299 $ 4,973 $ 16,272 |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) shares in Thousands | Jun. 02, 2018 | Jun. 01, 2018 | May 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 01, 2018 | Jan. 01, 2019 | Dec. 31, 2018 |
Significant Of Accounting Policies [Line Items] | ||||||||||
Stock split description | Unimin effected an 89:1 stock split in May 2018 | On June 1, 2018, we effected an 89:1 stock split with respect to our shares of common stock. | ||||||||
Stock split conversion ratio | 89.00% | |||||||||
Long lived assets impairment charge | $ 0 | |||||||||
Right-of-use asset | $ 11,556,000 | 11,556,000 | ||||||||
Lease liability | 7,783,000 | 7,783,000 | $ 6,417,000 | |||||||
Topic 842 | ||||||||||
Significant Of Accounting Policies [Line Items] | ||||||||||
Right-of-use asset | $ 442,100,000 | |||||||||
Lease liability | 406,800,000 | |||||||||
Finance lease intangible assets | $ 35,800,000 | |||||||||
Scr Sibelco Nv [Member] | HPQ Co [Member] | ||||||||||
Significant Of Accounting Policies [Line Items] | ||||||||||
Payments for merger related costs | $ 31,000,000 | |||||||||
Number of shares acquired in exchange of interests | 170 | |||||||||
Scr Sibelco Nv [Member] | HPQ Co [Member] | Subsequent to Stock Split [Member] | ||||||||||
Significant Of Accounting Policies [Line Items] | ||||||||||
Number of shares acquired in exchange of interests | 15,100 | |||||||||
Revolver [Member] | ||||||||||
Significant Of Accounting Policies [Line Items] | ||||||||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | $ 200,000,000 | ||||||||
Merger Agreement [Member] | Other Nonoperating Income (Expense) [Member] | ||||||||||
Significant Of Accounting Policies [Line Items] | ||||||||||
Merger related costs and expenses | $ 200,000 | $ 38,900,000 | $ 900,000 | $ 44,200,000 | ||||||
Merger Agreement [Member] | Revolver [Member] | Scr Sibelco Nv [Member] | Barclays Bank PLC [Member] | ||||||||||
Significant Of Accounting Policies [Line Items] | ||||||||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | |||||||||
Merger Agreement [Member] | Senior Secured Term Loan [Member] | Scr Sibelco Nv [Member] | Barclays Bank PLC [Member] | ||||||||||
Significant Of Accounting Policies [Line Items] | ||||||||||
Proceeds from Issuance of Debt | 1,650,000,000 | |||||||||
Merger Agreement [Member] | Fairmount Santrol Holdings Inc [Member] | ||||||||||
Significant Of Accounting Policies [Line Items] | ||||||||||
Aggregate payment for merger in cash | $ 170,000,000 | |||||||||
Noncontrolling interest, Ownership Percentage by Noncontrolling Owners | 35.00% | |||||||||
Merger Agreement [Member] | Scr Sibelco Nv [Member] | ||||||||||
Significant Of Accounting Policies [Line Items] | ||||||||||
Remaining equity ownership owned by the parent after the merger | 65.00% | |||||||||
Redemption of shares | 18,500 | |||||||||
Redeem shares of common stock | $ 660,000,000 | |||||||||
Percentage of additional interest on payment to acquire business | 5.00% | |||||||||
Deduction in payments for redemption of common shares | $ 170,000,000 |
Merger and Purchase Price Acc_3
Merger and Purchase Price Accounting - Additional Information (Detail) - USD ($) | Jun. 01, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 119,822,000 | $ 131,655,000 | |
Fairmount Santrol Holdings Inc [Member] | |||
Business Acquisition [Line Items] | |||
Fair value of consideration transferred | $ 1,300,000,000 | ||
Goodwill | $ 295,224,000 | ||
Goodwill expected to be deductible for income tax purposes | $ 0 | ||
Goodwill allocation description | Goodwill of $78.1 million and $217.1 million allocated to the Industrial and Energy reporting units, respectively, is attributable to the earnings potential of Fairmount Santrol’s product and plant portfolio, anticipated synergies, the assembled workforce of Fairmount Santrol, and other benefits that we believe will result from the Merger. During the third quarter of 2018 it was determined that the goodwill allocated to the Energy reporting unit was impaired and was written off in its entirety. | ||
Stock-based equity awards exchange ratio | 500.00% | ||
Merger consideration for value of awards earned | $ 40,400,000 | ||
Post-merger compensation expense to be recognized over remaining award vesting period | 10,400,000 | ||
Fairmount Santrol Holdings Inc [Member] | Other Nonoperating Income (Expense) [Member] | |||
Business Acquisition [Line Items] | |||
Merger related costs and expenses | 2,400,000 | ||
Fairmount Santrol Holdings Inc [Member] | Industrial [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | 78,100,000 | ||
Fairmount Santrol Holdings Inc [Member] | Energy [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 217,100,000 |
Merger and Purchase Price Acc_4
Merger and Purchase Price Accounting - Summary of Purchase Price Accounting of Acquired Assets and Liabilities Including Measurement Period Adjustments (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 01, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 119,822 | $ 131,655 | |
Fairmount Santrol Holdings Inc [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 105,303 | ||
Inventories, net | 108,005 | ||
Accounts receivable | 159,373 | ||
Property, plant, and equipment, net | 1,649,876 | ||
Intangible assets, net | 136,222 | ||
Prepaid expenses and other assets | 9,563 | ||
Other non-current assets | 4,182 | ||
Total identifiable assets acquired | 2,172,524 | ||
Debt | 748,722 | ||
Other current liabilities | 160,117 | ||
Deferred tax liability | 199,627 | ||
Other long-term liabilities | 45,169 | ||
Total liabilities assumed | 1,153,635 | ||
Net identifiable assets acquired | 1,018,889 | ||
Non-controlling interest | 453 | ||
Goodwill | 295,224 | ||
Total consideration transferred | $ 1,313,660 |
Merger and Purchase Price Acc_5
Merger and Purchase Price Accounting - Summary of Fair Value of Acquired Intangible Assets and Related Estimated Useful Lives (Detail) - USD ($) $ in Thousands | Jun. 01, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Estimated Useful Life | 7 years | 7 years | |
Fairmount Santrol Holdings Inc [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 136,222 | ||
Fairmount Santrol Holdings Inc [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 73,000 | ||
Estimated Useful Life | 6 years | ||
Fairmount Santrol Holdings Inc [Member] | Railcar Leasehold Interests [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 40,914 | ||
Fairmount Santrol Holdings Inc [Member] | Railcar Leasehold Interests [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life | 1 year | ||
Fairmount Santrol Holdings Inc [Member] | Railcar Leasehold Interests [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life | 15 years | ||
Fairmount Santrol Holdings Inc [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 17,000 | ||
Estimated Useful Life | 1 year | ||
Fairmount Santrol Holdings Inc [Member] | Technology [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 5,000 | ||
Estimated Useful Life | 12 years | ||
Fairmount Santrol Holdings Inc [Member] | Other [Member] | |||
Business Acquisition [Line Items] | |||
Total Approximate Fair Value | $ 308 | ||
Estimated Useful Life | 95 years |
Merger and Purchase Price Acc_6
Merger and Purchase Price Accounting - Summary of Pro Forma Financial Information (Detail) - Fairmount Santrol Holdings Inc [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | ||
Revenues | $ 712,412 | $ 1,355,571 |
Net income | $ 61,455 | $ 137,320 |
Earnings per share – basic | $ 0.50 | $ 1.13 |
Earnings per share – diluted | $ 0.49 | $ 1.12 |
Discontinued Operations - Dis_3
Discontinued Operations - Disposition of Unimin's Electronics Segment - Operating Results of Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Major line items constituting income from discontinued operations | ||
Income from discontinued operations, net of tax | $ 3,830 | $ 12,587 |
HPQ Co [Member] | ||
Major line items constituting income from discontinued operations | ||
Revenues | 29,229 | 74,015 |
Cost of goods sold (excluding depreciation, depletion, and amortization shown separately) | 18,196 | 46,442 |
Selling, general and administrative expenses | 4,762 | 8,762 |
Depreciation, depletion and amortization expense | 1,794 | 4,072 |
Other operating income | (29) | (69) |
Income from discontinued operations before provision for income taxes | 4,506 | 14,808 |
Provision for income taxes | 676 | 2,221 |
Income from discontinued operations, net of tax | $ 3,830 | $ 12,587 |
Discontinued Operations - Dis_4
Discontinued Operations - Disposition of Unimin's Electronics Segment - Significant Operating and Investing Cash and Noncash Items of Discontinued Operations (Detail) - HPQ Co [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Depreciation, depletion and amortization expense | $ 1,794 | $ 4,072 |
Capital expenditures | $ 3,549 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 01, 2018USD ($)$ / sharesshares | May 31, 2018 | Jun. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Stockholders Equity Note [Line Items] | ||||||
Cash Redemption | $ | $ (520,377) | $ (520,377) | ||||
Stock split, ratio | 89 | 89 | ||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | |||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | |||
Preferred stock, par value | $ / shares | $ 1 | $ 0.01 | $ 0.01 | |||
Subsequent to Stock Split [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||
Common Stock [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Redemption of shares | (18,528,000) | (18,528,000) | ||||
Common Stock [Member] | Fairmount Santrol [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Shares received by stockholders of acquiree | 45,000,000 | |||||
Scr Sibelco Nv [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Cash Redemption | $ | $ 520,400 | |||||
Scr Sibelco Nv [Member] | Common Stock [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Redemption of shares | 200,000 | |||||
Scr Sibelco Nv [Member] | Common Stock [Member] | Subsequent to Stock Split [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Redemption of shares | 18,500,000 | |||||
Scr Sibelco Nv [Member] | HPQ Co [Member] | Common Stock [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Redemption of shares | 170,000 | |||||
Scr Sibelco Nv [Member] | HPQ Co [Member] | Common Stock [Member] | Subsequent to Stock Split [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Redemption of shares | 15,100,000 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 31,059 | $ 30,410 |
Work-in-process | 13,625 | 19,886 |
Finished goods | 68,916 | 73,628 |
Spare parts | 38,201 | 39,046 |
Inventories, net | $ 151,801 | $ 162,970 |
Inventories, net - Additional I
Inventories, net - Additional Information (Detail) - Fairmount Santrol Holdings Inc [Member] - Fair Value Adjustments to Inventory [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Inventory [Line Items] | ||||
Fair value adjustments in inventory | $ 38.4 | |||
Spare Parts [Member] | ||||
Inventory [Line Items] | ||||
Fair value adjustments in inventory | 7.6 | |||
Cost of Goods Sold [Member] | ||||
Inventory [Line Items] | ||||
Fair value adjustments in inventory | $ 0.2 | $ 19.2 | $ 1.1 | $ 19.2 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 3,905,250 | $ 4,044,835 |
Accumulated depletion and depreciation | (1,222,431) | (1,210,474) |
Property, plant, and equipment, net | 2,682,819 | 2,834,361 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 226,428 | 224,894 |
Mineral Rights Properties [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 1,332,026 | 1,323,090 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 1,537,623 | 1,607,116 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 537,151 | 544,117 |
Railroad Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 72,841 | 155,998 |
Furniture, Fixtures and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 4,692 | 5,260 |
Assets Under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 194,489 | $ 184,360 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Property, plant, and equipment included in assets held for sale | $ 90,300 | |||
Write-down of assets | $ 12,300 | $ 12,300 | $ 12,300 |
Assets and Liabilities Held f_3
Assets and Liabilities Held for Sale - Additional Information (Detail) - Assets and Liabilities Held for Sale, Not Discontinued Operations [Member] $ in Millions | Jul. 25, 2019USD ($) | Jul. 03, 2019USD ($) | Jun. 30, 2019a |
Kasota, Minnesota [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Vacant land | a | 50 | ||
Subsequent Event [Member] | Alabama Lime Processing Facility [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Definitive purchase agreement, cash consideration | $ 105 | ||
Calera [Member] | Subsequent Event [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Definitive purchase agreement, cash consideration | $ 135 |
Assets and Liabilities Held f_4
Assets and Liabilities Held for Sale - Schedule of Assets and Liabilities Held For Sale (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Assets held for sale | |
Property, plant and equipment, net | $ 90,300 |
Assets and Liabilities Held for Sale, Not Discontinued Operations [Member] | |
Assets held for sale | |
Accounts receivable, net | 7,501 |
Inventories, net | 5,230 |
Prepaid expenses and other current assets | 162 |
Total current assets | 12,893 |
Property, plant and equipment, net | 90,311 |
Operating right-of-use assets, net | 176 |
Goodwill | 11,833 |
Intangibles, net | 18,164 |
Total assets held for sale | 133,377 |
Liabilities held for sale | |
Current portion of long-term debt | 133 |
Operating lease liabilities, current | 61 |
Accounts payable | 4,920 |
Accrued expenses | 2,480 |
Total current liabilities | 7,594 |
Long-term debt | 1,357 |
Operating lease liabilities, non-current | 116 |
Other non-current liabilities | 14,239 |
Total liabilities held for sale | 23,306 |
Assets and Liabilities Held for Sale, Not Discontinued Operations [Member] | Calera [Member] | |
Assets held for sale | |
Accounts receivable, net | 5,864 |
Inventories, net | 4,808 |
Total current assets | 10,672 |
Property, plant and equipment, net | 23,634 |
Operating right-of-use assets, net | 7 |
Goodwill | 8,623 |
Intangibles, net | 18,164 |
Total assets held for sale | 61,100 |
Liabilities held for sale | |
Operating lease liabilities, current | 1 |
Accounts payable | 4,458 |
Accrued expenses | 2,366 |
Total current liabilities | 6,825 |
Operating lease liabilities, non-current | 7 |
Total liabilities held for sale | 6,832 |
Assets and Liabilities Held for Sale, Not Discontinued Operations [Member] | Alabama Lime Processing Facility [Member] | |
Assets held for sale | |
Accounts receivable, net | 1,637 |
Inventories, net | 422 |
Prepaid expenses and other current assets | 162 |
Total current assets | 2,221 |
Property, plant and equipment, net | 60,766 |
Operating right-of-use assets, net | 169 |
Goodwill | 3,210 |
Total assets held for sale | 66,366 |
Liabilities held for sale | |
Current portion of long-term debt | 133 |
Operating lease liabilities, current | 60 |
Accounts payable | 462 |
Accrued expenses | 114 |
Total current liabilities | 769 |
Long-term debt | 1,357 |
Operating lease liabilities, non-current | 109 |
Other non-current liabilities | 14,239 |
Total liabilities held for sale | 16,474 |
Assets and Liabilities Held for Sale, Not Discontinued Operations [Member] | Other Non-Current Assets [Member] | |
Assets held for sale | |
Property, plant and equipment, net | 5,911 |
Total assets held for sale | $ 5,911 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Finance lease liabilities | $ 7,783 | $ 6,417 |
Industrial Revenue Bond | 10,000 | 10,000 |
Other borrowings | 175 | 1,809 |
Long term debt | 1,622,446 | 1,628,369 |
Less: current portion | (15,405) | (15,482) |
Long-term debt including finance leases | 1,607,041 | 1,612,887 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Term Loans | 1,633,500 | 1,641,750 |
Term Loan deferred financing costs, net | $ (29,012) | $ (31,607) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Jun. 01, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019CAD ($) | Mar. 19, 2019 | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||
Long term debt | $ 1,622,446,000 | $ 1,628,369,000 | |||
Available capacity remaining on the revolving credit facility | 188,700,000 | ||||
Letter of credit outstanding | $ 1,900,000 | $ 1,900,000 | |||
Industrial Revenue Bond [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument borrowings, maturity date | Sep. 1, 2027 | ||||
Debt instrument, interest rate | 1.94% | 1.94% | |||
Debt instrument face amount | $ 10,000,000 | ||||
Debt instrument, collateralized by letter of credit | $ 10,000,000 | ||||
Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate description | Two of these unrelated parties had interest rates of 1.0% and 4.11%, respectively, at both June 30, 2019 and December 31, 2018. The promissory note’s third unrelated party, which is classified as liabilities held for sale at June 30, 2019, does not require any interest payments. See Note 7 for further detail. | ||||
Promissory Note [Member] | Unrelated Party One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 1.00% | 1.00% | 1.00% | ||
Promissory Note [Member] | Unrelated Party Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 4.11% | 4.11% | 4.11% | ||
Bank Overdrafts [Member] | Bank of Montreal [Member] | Subsidiaries [Member] | Canada [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 2,000,000 | ||||
Line of credit | $ 0 | $ 0 | |||
Line of credit, interest rate | 4.95% | 4.95% | 4.95% | ||
Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument borrowings, maturity date | Jun. 1, 2023 | ||||
Debt instrument, frequency of periodic payment | quarterly | ||||
Debt instrument, description of variable rate basis | The Base Rate is the highest of (i) Barclays’s prime rate, (ii) the U.S. federal funds effective rate plus one half of 1.0%, and (iii) the LIBOR rate for a one month period plus 1.0%. | ||||
Debt instrument, interest rate | 6.10% | 6.10% | |||
Debt instrument, financing fee | 0.50% | ||||
Line of credit facility maximum borrowing capacity | $ 200,000,000 | ||||
Maximum total net leverage ratio for fiscal quarters ending March 31, 2019 to December 31, 2019 | 660.00% | ||||
Maximum total net leverage ratio for the fiscal quarters ending March 31, 2020 to December 31, 2020 | 550.00% | ||||
Maximum total net leverage ratio for fiscal quarters ending March 31, 2021 to June 30, 2021 | 450.00% | ||||
Maximum total net leverage ratio for fiscal quarters ending September 30, 2021 to December 31, 2021 | 425.00% | ||||
Maximum total net leverage ratio for fiscal quarters ending March 31, 2022 and thereafter | 400.00% | ||||
Maximum total net leverage ratio if covenant reset trigger occurred | 350.00% | ||||
Available capacity remaining on the revolving credit facility | $ 200,000,000 | ||||
Letter of credit outstanding | 11,300,000 | ||||
Line of credit | $ 0 | ||||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Term Loans | $ 1,650,000,000 | ||||
Debt instrument borrowings, maturity date | Jun. 1, 2025 | ||||
Debt instrument, frequency of periodic payment | quarterly | ||||
Debt instrument, quarterly principal payment | $ 4,100,000 | ||||
Debt instrument, periodic payment, start date | Sep. 30, 2018 | ||||
Debt instrument, periodic payment, end date | Mar. 31, 2025 | ||||
Debt instrument, description of variable rate basis | three-month LIBOR plus 325 to 400 basis points depending on Total Net Leverage (as hereinafter defined) with a LIBOR floor of 1.0% or the Base Rate (as hereinafter defined) | ||||
Debt Instrument, Covenant Description | There are no financial covenants governing the Term Loan | ||||
Debt instrument, interest rate | 6.30% | 6.30% | |||
Term Loan [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Long term debt | $ 150,000,000 | ||||
LIBOR [Member] | Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on interest rate | 1.00% | ||||
LIBOR [Member] | Minimum [Member] | Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on interest rate | 3.00% | ||||
LIBOR [Member] | Maximum [Member] | Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on interest rate | 3.75% | ||||
LIBOR [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument floor rate | 1.00% | ||||
LIBOR [Member] | Term Loan [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on interest rate | 3.25% | ||||
LIBOR [Member] | Term Loan [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on interest rate | 4.00% | ||||
Federal Funds Open Rate [Member] | Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Applicable margin on interest rate | 0.50% |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued bonus & other benefits | $ 18,481 | $ 38,445 |
Accrued Merger related costs | 502 | |
Accrued restructuring and other charges | 16,804 | 15,819 |
Accrued interest | 27,572 | 1,047 |
Accrued insurance | 5,755 | 7,026 |
Accrued property taxes | 8,756 | 9,120 |
Accrual for capital spending | 5,562 | 19,289 |
Other accrued expenses | 47,095 | 29,176 |
Accrued expenses | $ 130,025 | $ 120,424 |
Earnings per Share - Computatio
Earnings per Share - Computation of Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerators: | ||||
Net income (loss) from continuing operations attributable to Covia Holdings Corporation | $ (34,394) | $ 17,062 | $ (86,639) | $ 53,848 |
Income from discontinued operations, net of tax | 3,830 | 12,587 | ||
Net income (loss) attributable to Covia Holdings Corporation | $ (34,394) | $ 20,892 | $ (86,639) | $ 66,435 |
Denominator: | ||||
Basic weighted average shares outstanding | 131,458 | 123,460 | 131,373 | 121,552 |
Dilutive effect of employee stock options and RSUs | 706 | 706 | ||
Diluted weighted average shares outstanding | 131,458 | 124,166 | 131,373 | 122,258 |
Continuing operations earnings (loss) per share – basic | $ (0.26) | $ 0.14 | $ (0.66) | $ 0.44 |
Continuing operations earnings (loss) per share – diluted | (0.26) | 0.14 | (0.66) | 0.44 |
Discontinued operations earnings per share – basic | 0.03 | 0.11 | ||
Discontinued operations earnings per share – diluted | 0.03 | 0.10 | ||
Earnings (loss) per share – basic | (0.26) | 0.17 | (0.66) | 0.55 |
Earnings (loss) per share – diluted | $ (0.26) | $ 0.17 | $ (0.66) | $ 0.54 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) shares in Millions | Jun. 01, 2018 | May 31, 2018 | Jun. 30, 2019shares | Jun. 30, 2018shares | Jun. 30, 2019shares | Jun. 30, 2018shares |
Earnings Per Share [Abstract] | ||||||
Stock split description | Unimin effected an 89:1 stock split in May 2018 | On June 1, 2018, we effected an 89:1 stock split with respect to our shares of common stock. | ||||
Stock split, ratio | 89 | 89 | ||||
Potential shares of common stock, diluted weighted average share outstanding | 5.2 | 1.4 | 2.9 | 1.4 | ||
Dilutive securities omitted from the calculation of diluted weighted average shares outstanding | 0.2 | 0.3 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) $ in Millions | Dec. 20, 2018Agreement | Jun. 01, 2018Agreement | Jun. 30, 2019USD ($) |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||
Number of interest rate swap agreements | Agreement | 3 | 2 | |
Amount expected to be reclassified into interest expense within next twelve months | $ | $ 4.2 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Interest Rate Swap Agreements (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | ||
Notional Value | $ 660,000 | $ 660,000 |
Percentage of Term Loan Outstanding | 40.00% | 40.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement One [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2023 | Jun. 1, 2023 |
Rate | 2.81% | 2.81% |
Notional Value | $ 100,000 | $ 100,000 |
Debt Instrument Hedged | Term Loan | Term Loan |
Percentage of Term Loan Outstanding | 6.00% | 6.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Two [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | Jun. 1, 2025 |
Rate | 2.87% | 2.87% |
Notional Value | $ 200,000 | $ 200,000 |
Debt Instrument Hedged | Term Loan | Term Loan |
Percentage of Term Loan Outstanding | 12.00% | 12.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Three [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Sep. 5, 2019 | Sep. 5, 2019 |
Rate | 2.92% | 2.92% |
Notional Value | $ 210,000 | $ 210,000 |
Debt Instrument Hedged | Term Loan | Term Loan |
Percentage of Term Loan Outstanding | 13.00% | 13.00% |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Four [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2024 | |
Rate | 2.81% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Five [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | |
Rate | 2.85% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Six [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | |
Rate | 2.87% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Four [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2024 | |
Rate | 2.81% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Five [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | |
Rate | 2.85% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap Agreement Six [Member] | Cash Flow Hedges [Member] | ||
Derivative [Line Items] | ||
Maturity Date | Jun. 1, 2025 | |
Rate | 2.87% | |
Notional Value | $ 50,000 | |
Debt Instrument Hedged | Term Loan | |
Percentage of Term Loan Outstanding | 3.00% |
Derivative Instruments - Fair V
Derivative Instruments - Fair Values of Derivative Instrument and Respective Classification in Condensed Consolidated Balance Sheets (Detail) - Interest Rate Swap Agreements [Member] - Cash Flow Hedges [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (21,059) | $ (4,117) |
Designated as Hedging Instrument [Member] | Other Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | (20,832) | (2,846) |
Designated as Hedging Instrument [Member] | Accrued Expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (227) | |
Not Designated as Hedging Instrument [Member] | Other Non-Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (1,271) |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) (Detail) - Cash Flow Hedges [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Location of Loss Recognized on Derivative | Interest expense, net | Interest expense, net | Interest expense, net | Interest expense, net |
Designated as Hedging Instrument [Member] | Interest Rate Swap Agreements [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Loss Recognized in Other Comprehensive Income | $ 9,833 | $ 17,864 | ||
Location of Loss Recognized on Derivative | Interest expense, net | |||
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss | $ 401 | $ 591 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Interest expense | $ (27,866) | $ (8,991) | $ (53,002) | $ (13,669) |
Cash Flow Hedges [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Location of Loss on Derivative | Interest expense, net | Interest expense, net | Interest expense, net | Interest expense, net |
Interest expense | $ 27,866 | $ 8,991 | $ 53,002 | $ 13,669 |
Interest Rate Swap Agreements [Member] | Cash Flow Hedges [Member] | Interest Income Expense | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive income to earnings | $ 401 | $ 591 |
Derivative Instruments - Sche_3
Derivative Instruments - Schedule of Effect of Derivative Financial Instruments Not Designated as Hedging Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Derivatives, Fair Value [Line Items] | ||||
Interest expense | $ (27,866) | $ (8,991) | $ (53,002) | $ (13,669) |
Interest Rate Swap Agreements [Member] | Accumulated Net Gain from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | Interest Income Expense | Not Designated as Hedging Instrument [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Interest expense | $ 1,199 | $ 1,199 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value for Long-term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 1,324,968 | $ 1,192,060 |
Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 1,314,968 | 1,182,060 |
Industrial Revenue Bond [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 10,000 | 10,000 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 1,324,968 | 1,192,060 |
Other Observable Inputs (Level 2) [Member] | Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | 1,314,968 | 1,182,060 |
Other Observable Inputs (Level 2) [Member] | Industrial Revenue Bond [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long term debt | $ 10,000 | $ 10,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Carried at Fair Value (Detail) - Recurring Fair Value Measurements [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | $ 4,500 | $ 4,500 |
Total | 25,559 | 8,617 |
Interest Rate Swap Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements liability | 21,059 | 4,117 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 21,059 | 4,117 |
Other Observable Inputs (Level 2) [Member] | Interest Rate Swap Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements liability | 21,059 | 4,117 |
Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 4,500 | 4,500 |
Total | $ 4,500 | $ 4,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Jun. 01, 2018USD ($) |
Coating Technology [Member] | |
Fair Value Measurements [Line Items] | |
Pre-acquisition contingent consideration | $ 9.5 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Stock options expiration, description | Options may be exercised, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires, which is typically ten years from the original grant date | |||
Options expiration period | 10 years | |||
Stock compensation expense | $ 3.3 | $ 0.8 | $ 6.1 | $ 0.8 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Share Based Compensation Activity of Option and Non-option Instruments (Detail) shares in Thousands | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding Beginning Balance | shares | 2,503 |
Options, Forfeited | shares | (7) |
Options, Expired | shares | (11) |
Options, Outstanding Ending Balance | shares | 2,485 |
Weighted Average Exercise Price, Options, Outstanding Beginning Balance | $ / shares | $ 33.49 |
Weighted Average Exercise Price, Options, Forfeited | $ / shares | 38.61 |
Weighted Average Exercise Price, Options, Expired | $ / shares | 48.48 |
Weighted Average Exercise Price, Options, Outstanding Ending Balance | $ / shares | $ 33.41 |
RSUs [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding Beginning Balance | shares | 746 |
Granted | shares | 1,738 |
Exercised or distributed | shares | (315) |
Forfeited | shares | (176) |
Outstanding Ending Balance | shares | 1,993 |
Weighted Average Price at Issue Date, Outstanding Beginning Balance | $ / shares | $ 26.12 |
Weighted Average Price at Issue Date, Granted | $ / shares | 4.69 |
Weighted Average Price at Issue Date, Exercised or distributed | $ / shares | 27.89 |
Weighted Average Price at Issue Date, Forfeited | $ / shares | 7.98 |
Weighted Average Price at Issue Date, Outstanding Ending Balance | $ / shares | $ 8.61 |
PSUs [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | shares | 1,448 |
Forfeited | shares | (203) |
Outstanding Ending Balance | shares | 1,245 |
Weighted Average Price at Issue Date, Granted | $ / shares | $ 4.74 |
Weighted Average Price at Issue Date, Forfeited | $ / shares | 4.74 |
Weighted Average Price at Issue Date, Outstanding Ending Balance | $ / shares | $ 4.74 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ (5,136) | $ 6,454 | $ (9,190) | $ 16,324 |
Income(loss) before income taxes | $ (39,523) | $ 23,622 | $ (95,825) | $ 70,278 |
Effective income tax rate | 13.00% | 27.30% | 9.60% | 23.20% |
Pension and other Post-Employ_3
Pension and other Post-Employment Benefits - Additional Information (Detail) $ in Millions | 6 Months Ended | |
Jun. 30, 2019USD ($)LocationPension_PlanPlanPayment | Jun. 30, 2018USD ($) | |
Fairmount Santrol [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number Of Defined Benefit Pension Plans | 2 | |
CANADA [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number Of Defined Benefit Pension Plans | 3 | |
Number of post-retirement medical plans | 2 | |
CANADA [Member] | Hourly Employees [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number Of Defined Benefit Pension Plans | 2 | |
CANADA [Member] | Salaried Employees [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number Of Defined Benefit Pension Plans | 1 | |
MEXICO [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of retirement plans | Plan | 4 | |
Number of annual payments | Payment | 5 | |
Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of unionized locations | Location | 3 | |
Seniority Premium Plan [Member] | MEXICO [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of retirement plans | Plan | 2 | |
Covia Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | $ | $ 0.7 | $ 5.9 |
Expected employer contributions | $ | $ 3 |
Pension and other Post-Employ_4
Pension and other Post-Employment Benefits - Components of Net Periodic Benefit Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Covia Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 551 | $ 2,190 | $ 1,102 | $ 4,392 |
Interest cost | 2,084 | 2,340 | 4,168 | 4,673 |
Expected return on plan assets | (2,308) | (2,709) | (4,616) | (5,389) |
Amortization of prior service cost | 82 | 136 | 164 | 274 |
Amortization of net actuarial loss | 522 | 1,301 | 1,044 | 2,605 |
Settlement loss | 1,065 | 439 | 2,744 | 439 |
Net periodic benefit cost | 1,996 | 3,697 | 4,606 | 6,994 |
Postretirement Medical Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 73 | 267 | 146 | 533 |
Interest cost | 120 | 209 | 240 | 420 |
Amortization of net actuarial loss | 40 | 122 | 80 | 244 |
Net periodic benefit cost | $ 233 | $ 598 | $ 466 | $ 1,197 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | $ (120,016) | $ (110,968) |
Accumulated other comprehensive loss, Tax Effect | 19,729 | 15,743 |
Accumulated other comprehensive loss | (100,287) | (95,225) |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (50,182) | (53,389) |
Accumulated other comprehensive loss | (50,182) | (53,389) |
Amounts Related to Employee Benefit Obligations [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (47,479) | (52,496) |
Accumulated other comprehensive loss, Tax Effect | 14,587 | 14,574 |
Accumulated other comprehensive loss | (32,892) | (37,922) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss, Gross | (22,355) | (5,083) |
Accumulated other comprehensive loss, Tax Effect | 5,142 | 1,169 |
Accumulated other comprehensive loss | $ (17,213) | $ (3,914) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss by Component (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | $ 1,454,953 |
Other comprehensive income before reclassifications | (7,631) |
Amounts reclassified from accumulated other comprehensive loss | 2,569 |
Ending balance | 1,369,353 |
Foreign Currency Translation Adjustments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (53,389) |
Other comprehensive income before reclassifications | 3,207 |
Ending balance | (50,182) |
Amounts Related to Employee Benefit Obligations [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (37,922) |
Other comprehensive income before reclassifications | 2,917 |
Amounts reclassified from accumulated other comprehensive loss | 2,113 |
Ending balance | (32,892) |
Unrealized Gain (Loss) on Interest Rate Hedges [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (3,914) |
Other comprehensive income before reclassifications | (13,755) |
Amounts reclassified from accumulated other comprehensive loss | 456 |
Ending balance | (17,213) |
Accumulated Other Comprehensive Loss [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (95,225) |
Other comprehensive income before reclassifications | (7,631) |
Amounts reclassified from accumulated other comprehensive loss | 2,569 |
Ending balance | $ (100,287) |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases and Finance Leases (Detail) $ in Thousands | Jun. 30, 2019USD ($) |
Lease assets | |
Operating right-of-use assets, net | $ 396,680 |
Finance right-of-use assets, net | 11,556 |
Total lease assets | 408,236 |
Lease liabilities | |
Operating lease liabilities, current | 67,720 |
Operating lease liabilities, non-current | 296,678 |
Finance lease liabilities, current | 3,841 |
Finance lease liabilities, non-current | 3,942 |
Total lease liabilities | $ 372,181 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Leases [Abstract] | ||
Total operating lease rental expense | $ 18.1 | $ 33.2 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Operating leases | ||
Operating lease costs | $ 25,767 | $ 52,959 |
Variable lease costs | 655 | 806 |
Short-term lease costs | 4,347 | 9,205 |
Total operating lease costs | 30,769 | 62,970 |
Financing leases | ||
Amortization of right-of-use asset | 644 | 1,263 |
Interest on finance lease liabilities | 73 | 110 |
Total finance lease costs | $ 717 | $ 1,373 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Non-Cancelable Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Operating | ||
2019 | $ 86,666 | |
2020 | 76,528 | |
2021 | 64,989 | |
2022 | 58,692 | |
2023 | 44,834 | |
2024 and Thereafter | 104,643 | |
Total lease payments | 436,352 | |
Less imputed lease interest | (71,954) | |
Total lease liabilities | 364,398 | |
Financing | ||
2019 | 4,434 | |
2020 | 2,071 | |
2021 | 948 | |
2022 | 578 | |
2023 | 212 | |
Total lease payments | 8,243 | |
Less imputed lease interest | (460) | |
Total lease liabilities | 7,783 | $ 6,417 |
Total | ||
2019 | 91,100 | |
2020 | 78,599 | |
2021 | 65,937 | |
2022 | 59,270 | |
2023 | 45,046 | |
2024 and Thereafter | 104,643 | |
Total lease payments | 444,595 | |
Less imputed lease interest | (72,414) | |
Total lease liabilities | $ 372,181 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments under ASC 840 (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 104,602 |
2020 | 81,365 |
2021 | 69,358 |
2022 | 59,044 |
2023 | 52,121 |
Thereafter | 121,014 |
Total | $ 487,504 |
Leases - Schedule of Additional
Leases - Schedule of Additional Information Related to Leases (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Operating leases | |
Weighted average remaining lease term | 6 years 4 months 24 days |
Weighted average discount rate | 5.80% |
Financing leases | |
Weighted average remaining lease term | 2 years 4 months 24 days |
Weighted average discount rate | 4.40% |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 50,351 |
Operating cash flows from financing leases | 178 |
Financing cash flows from finance leases | 2,274 |
Total cash paid | $ 52,803 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities - Additional Information (Detail) $ in Millions | Jun. 01, 2018USD ($) | Jun. 30, 2019USD ($)Lawsuit | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Lawsuit | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Commitments And Contingencies [Line Items] | ||||||
Total royalty expense | $ 3.1 | $ 1.3 | $ 5.6 | $ 2.2 | ||
Coating Technology [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Pre-acquisition contingent consideration | $ 9.5 | |||||
Earnout payments term | 30 years | |||||
Earnout payments commencement date | Jun. 1, 2018 | |||||
Purchase agreement elimination of threshold payments | $ 195 | |||||
Percentage of ownership of technology | 100.00% | |||||
Purchase agreement amendment date | Jun. 1, 2018 | |||||
Coating Technology [Member] | Other Long-Term Liabilities [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Pre-acquisition contingent consideration | $ 4.5 | $ 4.5 | $ 4.5 | |||
Active Silica Related Products Liability [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of lawsuits pending | Lawsuit | 63 | 63 |
Transactions with Related Par_2
Transactions with Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 01, 2018 | May 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | May 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||||||||
Sales to related party | $ 2,300 | $ 1,100 | $ 4,500 | $ 2,700 | ||||
Accounts receivable from related parties | 2,100 | 2,100 | $ 800 | |||||
Purchases from related parties | 2,000 | 3,000 | 2,000 | 5,200 | ||||
Accounts payable to related parties | 4,000 | 4,000 | $ 500 | |||||
Ceramics Products [Member] | North America and Mexico [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of commission on revenue earns by entity | 10.00% | |||||||
Scr Sibelco Nv [Member] | Performance Coatings and Polymer Solutions [Member] | North America and Mexico [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of commission on revenue | 5.00% | |||||||
Scr Sibelco Nv [Member] | Performance Coatings and Polymer Solutions [Member] | Outside of North America and Mexico [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of commission on revenue | 10.00% | |||||||
Scr Sibelco Nv [Member] | Ceramics and Sanitary Ware [Member] | Outside of North America and Mexico [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of commission on revenue | 5.00% | |||||||
HPQ Co [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sales to related party | 10 | 100 | 100 | 100 | ||||
Unimin [Member] | Scr Sibelco Nv [Member] | Term Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest expense, net | 1,200 | 3,100 | ||||||
Selling, General and Administrative Expenses [Member] | Scr Sibelco Nv [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Commission expense | $ 1,100 | $ 400 | $ 2,100 | $ 400 | ||||
Selling, General and Administrative Expenses [Member] | Unimin [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management and administrative services | $ 2,400 | $ 2,400 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019USD ($)Customer | Jun. 30, 2018Customer | Dec. 31, 2018USD ($)Customer | |
Disaggregation Of Revenue [Line Items] | |||
Deferred revenue recorded in current liabilities | $ | $ 18,361 | $ 9,737 | |
Deferred revenue recorded in other non-current liabilities | $ | $ 6,100 | $ 1,100 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Number of customers | Customer | 1 | 2 | |
Accounts Receivable [Member] | Customer One [Member] | Customer Concentration Risk [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk percentage | 15.00% | 10.00% | |
Accounts Receivable [Member] | Customer Two [Member] | Customer Concentration Risk [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Concentration risk percentage | 10.00% | ||
Revenues [Member] | Customer One [Member] | Customer Concentration Risk [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Number of customers | Customer | 1 | 1 | |
Concentration risk percentage | 11.00% | 13.00% | |
Minimum [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Contracts with customers term | 1 year | ||
Accounts receivable payment terms | 30 days | ||
Maximum [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Contracts with customers term | 8 years | ||
Accounts receivable payment terms | 45 days |
Revenues - Summary of Changes i
Revenues - Summary of Changes in Deferred Revenue (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Beginning balance | $ 10,826 |
Deferral of revenue | 23,370 |
Recognition of unearned revenue | (9,784) |
Ending balance | $ 24,412 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | |||||
Revenues | $ 444,936 | $ 508,418 | $ 873,182 | $ 878,239 | |
Segment contribution margin | |||||
Segment contribution margin | 106,021 | 155,209 | 179,662 | 264,711 | |
Operating costs of idled facilities and excess railcar capacity | 7,054 | 2,102 | 14,009 | 2,102 | |
Selling, general, and administrative | 38,644 | 31,377 | 80,604 | 56,601 | |
Depreciation, depletion, and amortization | 59,204 | 36,744 | 117,299 | 63,875 | |
Asset impairments | $ 12,300 | 12,300 | 12,300 | ||
Restructuring and other charges | 9,535 | 11,537 | |||
Other operating expense (income), net | 1,670 | 1,150 | (4,722) | 1,663 | |
Operating income (loss) from continuing operations | (10,086) | 71,536 | (39,065) | 128,170 | |
Interest expense, net | 27,866 | 8,991 | 53,002 | 13,669 | |
Other non-operating expense, net | 1,571 | 38,923 | 3,758 | 44,223 | |
Income (loss) from continuing operations before provision (benefit) for income taxes | (39,523) | 23,622 | (95,825) | 70,278 | |
Energy [Member] | |||||
Revenues | |||||
Revenues | 251,547 | 326,746 | 487,622 | 534,207 | |
Segment contribution margin | |||||
Segment contribution margin | 40,912 | 103,390 | 62,931 | 168,885 | |
Industrial [Member] | |||||
Revenues | |||||
Revenues | 193,389 | 181,672 | 385,560 | 344,032 | |
Segment contribution margin | |||||
Segment contribution margin | $ 65,109 | $ 51,819 | $ 116,731 | $ 95,826 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||||
Goodwill | $ 119,822 | $ 119,822 | $ 131,655 | ||
Estimated Useful Life | 7 years | 7 years | |||
Amortization expense | 6,600 | $ 3,700 | $ 14,950 | $ 4,400 | $ 24,705 |
Calera [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill allocated to the assets held for sale | 8,600 | 8,600 | |||
Alabama Lime Processing Facility [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill allocated to the assets held for sale | $ 3,200 | $ 3,200 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Goodwill Activities (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 131,655 |
Assets held for sale | (11,833) |
Goodwill | $ 119,822 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Beginning balance | $ 188,418 | $ 52,196 | $ 52,196 | ||
Less: Reclassification to operating right-of-use assets | (40,902) | ||||
Less: Reclassification to assets held for sale | (48,026) | ||||
Assets acquired | 136,222 | ||||
Ending balance | $ 99,490 | 99,490 | 188,418 | ||
Accumulated amortization, beginning balance | (51,305) | (26,600) | (26,600) | ||
Less: Reclassification to operating right-of-use assets accumulated amortization | 5,115 | ||||
Less: Reclassification to assets held for sale | 29,862 | ||||
Amortization for the period | (6,600) | $ (3,700) | (14,950) | $ (4,400) | (24,705) |
Accumulated amortization, ending balance | (31,278) | (31,278) | (51,305) | ||
Intangible assets, net | $ 68,212 | $ 68,212 | $ 137,113 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Estimated Amortization Expense Related to Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2019 | $ 6,390 | |
2020 | 12,779 | |
2021 | 12,779 | |
2022 | 12,779 | |
2023 | 12,779 | |
Thereafter | 10,706 | |
Intangible assets, net | $ 68,212 | $ 137,113 |
Restructuring and Other Charg_3
Restructuring and Other Charges - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and other charges | $ 6,082,000 | $ 0 |
Executive Severance And Benefits [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and other charges | $ 5,500,000 |
Restructuring and Other Charg_4
Restructuring and Other Charges - Summary of Restructuring Charges (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Cost And Reserve [Line Items] | ||
Severance and relocation costs | $ 4,789,000 | |
Contract termination costs | 1,293,000 | |
Total restructuring charges | 6,082,000 | $ 0 |
Merger-Related [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance and relocation costs | 1,921,000 | |
Total restructuring charges | 1,921,000 | |
Idled Facilities [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance and relocation costs | 2,868,000 | |
Contract termination costs | 1,293,000 | |
Total restructuring charges | $ 4,161,000 |
Restructuring and Other Charg_5
Restructuring and Other Charges - Summary of Restructuring Reserve Activity (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Restructuring Cost And Reserve [Line Items] | ||
Balances at December 31, 2018 | $ 19,552,000 | |
Charges | 6,082,000 | $ 0 |
Cash payments | (9,362,000) | |
Balances at June 30, 2019 | 16,272,000 | |
Merger-Related [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Balances at December 31, 2018 | 15,578,000 | |
Charges | 1,921,000 | |
Cash payments | (6,200,000) | |
Balances at June 30, 2019 | 11,299,000 | |
Idled Facilities [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Balances at December 31, 2018 | 3,974,000 | |
Charges | 4,161,000 | |
Cash payments | (3,162,000) | |
Balances at June 30, 2019 | $ 4,973,000 |